Exhibit 10.3


    


    Exhibit
      10.3

    


    THIS
      AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12,
      2005, BELOW. 

    


    DEBENTURE
      REGISTRATION
      RIGHTS AGREEMENT

    


    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”).

    


    WHEREAS,
      upon the terms and subject to the conditions of the Subscription Agreement
      between the Holder and the Company (the “Subscription Agreement”), the Company
      has agreed to issue and sell to the Holder convertible debentures of the Company
      (the “Debentures”), which will be convertible into shares of the Company's
      common stock, $.001 par value per share (the “Common Stock”), of the Company.


    


    WHEREAS,
      to induce the Holder to execute and deliver the Subscription Agreement, Warrant
      Agreement, Security Agreement, Irrevocable Transfer Agent Agreement and the
      Debenture Agreement, the Company has agreed to provide certain registration
      rights under the Securities Act of 1933, as amended, and the rules and
      regulations thereunder, or any similar successor statute (collectively, the
      “1933 Act”), and applicable state securities laws, with respect to the shares of
      Common Stock issuable pursuant to the Subscription Agreement, Warrant Agreement
      and Debenture Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      contained hereinafter and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company and the Holder hereby
      agree as follows:

    


    


    1.  
      DEFINITIONS.

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    a.
      “Closing Date” shall mean the date in the preamble of this
      Agreement.

    


    b.
      “Debenture” or "Debentures" mean the convertible debenture issued by the Company
      to the Holder.

    


    c.
      “Holder” shall mean Dutchess Private Equities Fund, II, LP

    


    d.
      "Effective Date" shall mean the date the SEC has declared the Registration
      Statement effective and the Company has filed all necessary amendments,
      including the letter to request accelerated effectiveness and the following
      Prospectus covering the resale of Shares.

    


    e.
      "Face
      Amount" means one million five hundred thousand dollars ($1,500,000) to be
      invested by The Holder.

    


    f.
      "Filing Date" shall mean the date the Registration Statement has been filed
      with
      the SEC and no stop order of acceptance has been issued by the SEC.

    


    g.
      “Person” means a corporation, a limited liability company, an association, a
      partnership, an organization, a business, an individual, a governmental or
      political subdivision thereof or a governmental agency. 

    


    h.
      "Potential Material Event" means any of the following: (i) the possession by
      the
      Company of material information not ripe for disclosure in a Registration
      Statement, which shall be evidenced by determinations in good faith by the
      Board
      of Directors of the Company that disclosure of such information in the
      Registration Statement would be detrimental to the business and affairs of
      the
      Company, or (ii) any material engagement or activity by the Company which would,
      in the good faith determination of the Board of Directors of the Company, be
      adversely affected by disclosure in a Registration Statement at such time,
      which
      determination shall be accompanied by a good faith determination by the Board
      of
      Directors of the Company that the Registration Statement would be materially
      misleading absent the inclusion of such information.

    


    i.
      “Principal Market” means either The American Stock Exchange, Inc., The New York
      Stock Exchange, Inc., the Nasdaq National Market, The Nasdaq SmallCap Market,
      the National Association of Securities Dealer’s, Inc. OTC electronic bulletin
      board, whichever is the principal market on which the Common Stock is listed.
      

     

    j.
      “Register,” “Registered,” and “Registration” refer to a registration effected by
      preparing and filing with
      the
      United States Securities and Exchange Commission (the "SEC") one
      or
      more Registration Statements in compliance with the 1933 Act and pursuant to
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous basis ("Rule 415"), and effectiveness
      of such Registration Statement(s).

    


    k.
      “Registrable Securities” means the shares of Common Stock issued or issuable (i)
      pursuant to the Subscription Agreement, (ii) any shares of capital stock issued
      or issuable with respect to the such shares of Common Stock and Warrants, if
      any, as a result of any stock split, stock dividend, recapitalization, exchange
      or similar event or otherwise, which have not been (x) included in a
      Registration Statement that has been declared effective by the SEC, or (y)
      sold
      under circumstances meeting all of the applicable conditions of Rule 144 (or
      any
      similar provision then in force) under the 1933 Act. 

    


    l.
      “Registration Statement” means a registration statement of the Company filed
      under the 1933 Act.

    All
      capitalized terms used in this Agreement and not otherwise defined herein shall
      have the same meaning ascribed to them as in the Subscription Agreement or
      Debenture Agreement.

    


    2. REGISTRATION.

    


    a. Mandatory
      Registration. Within fifteen (15) days of the Company filing its Form 10K for
      2005, but in no event later than October 15, 2005 (the "Filing Deadline"),
      the
      Company shall prepare and file with the SEC a Registration Statement or
      Registration Statements (as is necessary) on Form SB-2 (or, if such form is
      unavailable for such a registration, on such other form as is available for
      such
      a registration), covering the resale of all of the Registrable Securities,
      which
      Registration Statement(s) shall state that, in accordance with Rule 416
      promulgated under the 1933 Act, such Registration Statement also covers such
      indeterminate number of additional shares of Common Stock as may become issuable
      upon stock splits, stock dividends or similar transactions. The Company shall
      initially register for resale an amount of shares of Common Stock which would
      be
      issuable on the date preceding the filing of the Registration Statement based
      on
      the Fixed Conversion Price (as defined in the Debenture Agreement) of the
      Company’s Common Stock on such date and the amount reasonably calculated that
      represents the number of shares issuable pursuant to the terms of the Offering,
      including those Shares underlying the Warrant Agreement. The total amount of
      Shares shall be both 1) the amount specified in the Warrant Agreement and 2)
      the
      Face Amount of the Debenture divided by the Fixed Conversion Price. For example,
      if the Fixed Conversion Price is one dollar (1.00) per share, the amount of
      Shares to be registered will be one million five hundred thousand (1,500,000)
      shares. (1,500,000/1.00). In the event the Company cannot register sufficient
      shares of Common Stock, due to the remaining number of authorized shares of
      Common Stock being insufficient, the Company will use its best efforts to
      register the maximum number of shares it can based on the remaining balance
      of
      authorized shares and will use its best efforts to increase the number of its
      authorized shares as soon as reasonably practicable.

    


    


    b. The
      Company shall use its best efforts to have the Registration Statement filed
      with
      the SEC by the Filing Deadline. If the Registration Statement covering the
      Registrable Securities required to be filed by the Company pursuant to Section
      2(a) hereof is not filed by the Filing Deadline,, then the Company shall pay
      the
      Holder the sum of two percent (2%) of the Face Amount of the Debentures,
      outstanding as liquidated damages, and not as a penalty, for each thirty (30)
      calendar day period, pro rata, compounded daily, following the Filing Deadline
      until the Registration Statement is filed. In addition, for each thirty (30)
      calendar period the Registration Statement goes without filing, the Conversion
      Price of the Debentures will decrease by ten percent (10%). For example, in
      the
      event that upon the one (1) day after the Filing Deadline, the Registration
      Statement has not been filed with the SEC, the Conversion Price shall decrease
      by ten cents (.10) per share. (1.00*10%=.10).

    


    Notwithstanding
      the foregoing, the amounts payable by the Company pursuant to this Section
      shall
      not be payable to the extent any delay in the filing of the Registration
      Statement occurs because of an act of, or a failure to act or to act timely
      by
      the Holder. The damages set forth in this Section shall continue until the
      obligation is fulfilled and shall be paid within three (3) business days after
      each thirty (30) day period, or portion thereof, until the Registration
      Statement is filed. Failure of the Company to make payment within said three
      (3)
      business days shall be considered a default.  

    


    The
      Company acknowledges that its failure to have the Registration Statement filed
      by the Filing Deadline will cause the Holder to suffer damages in an amount
      that
      will be difficult to ascertain. Accordingly, the parties agree that it is
      appropriate to include in this Agreement a provision for liquidated damages.
      The
      parties acknowledge and agree that the liquidated damages provision set forth
      in
      this section represents the parties’ good faith effort to quantify such damages
      and, as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to register the Common Stock
      and deliver the Common Stock pursuant to the terms of this Agreement, the
      Subscription Agreement and the Debenture.

    


    c. The
      Company shall use its best efforts to have the Registration Statement declared
      effective by the SEC within ninety (90) calendar days after the Filing Date.
      If
      the Registration Statement covering the Registrable Securities required to
      be
      filed by the Company pursuant to Section 2(a) hereof has
      not
become
      effective within ninety (90) calendar days following the Filing Date, then
      the
      Company shall pay the Holder the sum of two percent (2%) of the Face Amount
      as
      liquidated damages and not as a penalty for each thirty (30) calendar day
      period, pro rata, compounded daily, following the one ninety (90) calendar
      day
      period until the Registration Statement is declared effective.

    


    If
      the
      Registration Statement covering the Registrable Securities required to be filed
      by the Company pursuant to Section 2(a) hereof has
      become
      effective, but after the effective date the Holder’s right to sell is suspended,
      then the Company shall pay the Holder the sum of two percent (2%) of the Face
      Amount plus interest and penalties due to the Holder for the Registrable
      Securities pursuant to the Subscription Agreement for each thirty (30) calendar
      day period, pro rata, compounded daily, following the suspension until such
      suspension ceases. 

    


      Notwithstanding
      the foregoing, the amounts payable by the Company pursuant to this Section
      shall
      not be payable to the extent any delay in the effectiveness of the Registration
      Statement occurs because of an act of, or a failure to act or to act timely
      by
      the Holder. The damages set forth in this Section shall continue until the
      obligation is fulfilled and shall be paid within three (3) business days after
      each thirty (30) day period, or portion thereof, until the Registration
      Statement is declared effective or such suspension is released. Failure of
      the
      Company to make payment within said three (3) business days shall be considered
      a default.  

    


    The
      Company acknowledges that its failure to have the Registration Statement
become
      effective within said ninety (90) calendar day period or to permit the
      suspension of the effectiveness of the Registration Statement, will cause the
      Holder to suffer damages in an amount that will be difficult to ascertain.
      Accordingly, the parties agree that it is appropriate to include in this
      Agreement a provision for liquidated damages. The parties acknowledge and agree
      that the liquidated damages provision set forth in this section represents
      the
      parties’ good faith effort to quantify such damages and, as such, agree that the
      form and amount of such liquidated damages are reasonable and will not
      constitute a penalty. The payment of liquidated damages shall not relieve the
      Company from its obligations to register the Common Stock and deliver the Common
      Stock pursuant to the terms of this Agreement, the Subscription Agreement and
      the Debenture.

    


    d.
       The
      Company agrees not to include any other securities, in this Registration
      Statement without Holder prior written consent, unless for the
      Holder. Furthermore,
      the Company agrees that it will not file any other Registration Statement,
      including those on Form S-8, for other securities (other than those for existing
      option holders, strategic partners or in connection with a merger or
      acquisition), until three hundred and sixty (360) calendar days after the
      Effective Date unless it has written approval from the Holder. Failure to obtain
      written approval from the Holder will cause the Holder to suffer damages that
      will be difficult to ascertain. Accordingly, the parties agree that it is
      appropriate to include a provision for liquidated damages and the Company agrees
      to pay, the Holder the sum of two percent (2%) of the Face Amount as liquidated
      damages and not as a penalty for each thirty (30) calendar day period, pro
      rata,
      compounded daily, until the unauthorized Registration Statement is
      withdrawn.

    3. RELATED
      OBLIGATIONS.

    


    At
      such
      time as the Company is obligated to prepare and file a Registration Statement
      with the SEC pursuant to Section 2(a), the Company will use its best efforts
      to
      effect the registration of the Registrable Securities in accordance with the
      intended method of disposition thereof and, with respect thereto, the Company
      shall have the following obligations:

     

    
      a.
        The
        Company shall use its best efforts to cause such Registration Statement relating
        to the Registrable Securities to become effective within ninety (90) calendar
        days after the date and shall keep such Registration Statement effective
        pursuant to Rule 415 until the date on which (A) the Holder shall have sold
        all
        the Registrable Securities and (B) the Holder has no right to convert the
        Shares
        it owns into Common Stock under the Subscription Agreement, Debenture Agreement
        or Warrant Agreement, respectively (the "Registration Period"), which
        Registration Statement (including any amendments or supplements thereto and
        prospectuses contained therein) shall not contain any untrue statement of
        a
        material fact or omit to state a material fact required to be stated therein,
        or
        necessary to make the statements therein, in light of the circumstances in
        which
        they were made, not misleading. The Company shall respond to any and all
        SEC
        comments or correspondence, whether written or oral, direct or indirect,
        formal
        or informal ("Comments"), within seven (7) business days of receipt by the
        Company of such Comments. If the Company fails to respond within seven (7)
        business days of receipt of SEC Comments, the Company shall pay to the Holder
        an
        amount equal to two percent (2%) per month, on a pro rata basis, compounded
        daily, of the Face Amount as liquidated damages and not as a penalty;
provided
        that the
        seven (7) business day period provided herein shall be extended as may be
        required by delays caused by Holder's counsel pursuant to paragraph 3g below,
        and, provided
        further, that
        such
        seven (7) business day period shall be extended two (2) business days for
        responses to SEC staff accounting comments. The Company shall cause the
        Registration Statement relating to the Registrable Securities to become
        effective no later than two (2) business days after notice from the SEC that
        the
        Registration Statement has been cleared of all comments. Failure to do so
        will
        result in the Face Amount on the Debentures to be increased by five percent
        (5%)
        per calendar day the Company does not request acceleration from the SEC,
        as
        liquidated damages. 

    

     

    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective during the Registration
      Period, and, during such period, comply with the provisions of the 1933 Act
      with
      respect to the disposition of all Registrable Securities of the Company covered
      by such Registration Statement until such time as all of such Registrable
      Securities shall have been disposed of in accordance with the intended methods
      of disposition by the Holder thereof as set forth in such Registration
      Statement. In the event the number of shares of Common Stock available under
      a
      Registration Statement filed pursuant to this Agreement is at any time
      insufficient to cover all of the Registrable Securities, the Company shall
      amend
      such Registration Statement, or file a new Registration Statement (on the short
      form available therefor, if applicable), or both, so as to cover all of the
      Registrable Securities, in each case, as soon as practicable, but in any event
      within thirty (30) calendar days after the necessity therefor arises (based
      on
      the then Purchase Price of the Common Stock and other relevant factors on which
      the Company reasonably elects to rely), assuming the Company has sufficient
      authorized shares at that time, and if it does not, within thirty (30) calendar
      days after such shares are authorized. The Company shall use it best efforts
      to
      cause such amendment and/or new Registration Statement to become effective
      as
      soon as practicable following the filing thereof. 

    


    Prior
      to
      conversion of all the Shares, if at any
      time
      the
      conversion of all the Shares outstanding would result in an insufficient number
      of authorized shares of Common Stock being available to cover all the
      conversions, or in the event, that Holder deems that the Shares authorized
      will
      become insufficient, then in such event, the Company will move to call and
      hold
      a shareholder’s meeting within thirty (30) calendar days of such event for the
      sole purpose of authorizing additional shares of Common Stock to facilitate
      the
      conversions. In such an event the Company shall recommend to all shareholders
      and management of the Company to vote their shares in favor of increasing the
      authorized number of shares of Common Stock. The Company represents and warrants
      that under no circumstances will it deny or prevent Holder’s right to convert
      the Shares as permitted under the terms of this Subscription Agreement or this
      Registration Rights Agreement. The Holder retains the right to request
      additional shares upon the determination the company may not be able to
      facilitate conversions in the future.

    


    c The
      Company shall furnish to the Holder whose Registrable Securities are included
      in
      any Registration Statement and its legal counsel without charge (i) promptly
      after the same is prepared and filed with the SEC at least one copy of such
      Registration Statement and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference and
      all exhibits, the prospectus included in such Registration Statement (including
      each preliminary prospectus) and, with regards to such Registration
      Statement(s), any correspondence by or on behalf of the Company to the SEC
      or
      the staff of the SEC and any correspondence from the SEC or the staff of the
      SEC
      to the Company or its representatives, (ii) upon the effectiveness of any
      Registration Statement, a copy of the prospectus included in such Registration
      Statement and all amendments and supplements thereto (or such other number
      of
      copies as the Holder may reasonably request) and (iii) such other documents,
      including copies of any preliminary or final prospectus, as the Holder may
      reasonably request from time to time in order to facilitate the disposition
      of
      the Registrable Securities. The Company filing the documents described in this
      paragraph through EDGAR shall constitute delivery.

     

    d. The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by a Registration Statement under the applicable securities
      or "blue sky" laws of such states of the United States as specified by the
      Holder, (ii) prepare and file in those jurisdictions, such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such jurisdiction.
      The Company shall promptly notify Holder who holds Registrable Securities of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      registration or qualification of any of the Registrable Securities for sale
      under the securities or “blue sky” laws of any jurisdiction in the United States
      or its receipt of actual notice of the initiation or threatening of any
      proceeding for such purpose.

    


    e.
      As
      promptly as practicable after becoming aware of such event, the Company shall
      notify Holder in writing of the happening of any event as a result of which
      the
      prospectus included in a Registration Statement, as then in effect, includes
      an
      untrue statement of a material fact or omission to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading,
      (“Registration Default”) and use all diligent efforts to promptly prepare a
      supplement or amendment to such Registration Statement and take any other
      necessary steps to cure the Registration Default, (which, if such Registration
      Statement is on Form S-3, may consist of a document to be filed by the Company
      with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
      (as
      defined below) and to be incorporated by reference in the prospectus) to correct
      such untrue statement or omission, and deliver ten (10) copies of such
      supplement or amendment to Holder (or such other number of copies as Holder
      may
      reasonably request). Failure to cure the Registration Default within five (5)
      business days shall result in the Company paying liquidated damages of two
      percent (2%) of the Face Amount for each thirty (30) calendar day period or
      portion thereof, beginning on the date of suspension. The Company shall also
      promptly notify Holder in writing (i) when a prospectus or any prospectus
      supplement or post-effective amendment has been filed, and when a Registration
      Statement or any post-effective amendment has become effective (notification
      of
      such effectiveness shall be delivered to Holder by facsimile on the same day
      of
      such effectiveness and by overnight mail), (ii) of any request by the SEC for
      amendments or supplements to a Registration Statement or related prospectus
      or
      related information, (iii) of the Company's reasonable determination that a
      post-effective amendment to a Registration Statement would be appropriate,
      (iv)
      in the event the Registration Statement is no longer effective or, (v) the
      Registration Statement is stale for a period of more than five (5) Trading
      Days
      as a result of the Company’s failure to timely file its financials.


    


    The
      Company acknowledges that its failure to cure the Registration Default within
      three (3) business days will cause the Holder to suffer damages in an amount
      that will be difficult to ascertain. Accordingly, the parties agree that it
      is
      appropriate to include in this Agreement a provision for liquidated damages.
      The
      parties acknowledge and agree that the liquidated damages provision set forth
      in
      this section represents the parties’ good faith effort to quantify such damages
      and, as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. 

    


    It
      is the
      intention of the parties that interest payable under any of the terms of this
      Agreement shall not exceed the maximum amount permitted under any applicable
      law. If a law, which applies to this Agreement which sets the maximum interest
      amount, is finally interpreted so that the interest in connection with this
      Agreement exceeds the permitted limits, then: (1) any such interest shall be
      reduced by the amount necessary to reduce the interest to the permitted limit;
      and (2) any sums already collected (if any) from the Company which exceed the
      permitted limits will be refunded to the Company. The Holder may choose to
      make
      this refund by reducing the amount that the Company owes under this Agreement
      or
      by making a direct payment to the Company. If a refund reduces the amount that
      the Company owes the Holder, the reduction will be treated as a partial payment.
      In case any provision of this Agreement is held by a court of competent
      jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
      such provision shall be adjusted rather than voided, if possible, so that it
      is
      enforceable to the maximum extent possible, and the validity and enforceability
      of the remaining provisions of this Agreement will not in any way be affected
      or
      impaired thereby. 

    


    f.
      The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify Holder who holds Registrable Securities being sold of the issuance of
      such order and the resolution thereof or its receipt of actual notice of the
      initiation or threat of any proceeding for such purpose.

    


    g. The
      Company shall permit Holder and a single firm of counsel, designated as selling
      shareholders' counsel by the Holder who hold a majority of the Registrable
      Securities being sold, to review and comment upon a Registration Statement
      and
      all amendments and supplements thereto at least seven
      (7)
      business days prior to their filing with the SEC, and not file any document
      in a
      form to which such counsel reasonably objects.
      The
      Company shall not submit to the SEC a request for acceleration of the
      effectiveness of a Registration Statement or file with the SEC a Registration
      Statement or any amendment or supplement thereto without the prior approval
      of
      such counsel, which approval shall not be unreasonably withheld.

    


    h. At
      the
      request of any Holder, the Company shall cause to be furnished to Holder, on
      the
      date of the effectiveness of a Registration Statement, an opinion, dated as
      of
      such date, of counsel representing the Company for purposes of such Registration
      Statement, in the form of Exhibit D attached to the Subscription
      Agreement.

    


    i. The
      Company shall make available for inspection by (i) Holder and (ii) one firm
      of
      attorneys and one firm of accountants or other agents retained by the Holder
      (collectively, the "Inspectors") all pertinent financial and other records,
      and
      pertinent corporate documents and properties of the Company (collectively,
      the
“Records”), as shall be reasonably deemed necessary by each Inspector, and cause
      the Company's officers, directors and employees to supply all information which
      any Inspector may reasonably request; provided, however, that each Inspector
      shall hold in strict confidence and shall not make any disclosure (except to
      a
      Holder) or use of any Record or other information which the Company determines
      in good faith to be confidential, and of which determination the Inspectors
      are
      so notified, unless (a) the disclosure of such Records is necessary to avoid
      or
      correct a misstatement or omission in any Registration Statement or is otherwise
      required under the 1933 Act, (b) the release of such Records is ordered pursuant
      to a final, non-appealable subpoena or order from a court or government body
      of
      competent jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement of which the Inspector has knowledge. Holder agrees
      that
      it shall, upon learning that disclosure of such Records is sought in or by
      a
      court or governmental body of competent jurisdiction or through other means,
      give prompt notice to the Company and allow the Company, at its expense, to
      undertake appropriate action to prevent disclosure of, or to obtain a protective
      order for, the Records deemed confidential.

    


    j. The
      Company shall hold in confidence and not make any disclosure of information
      concerning a Holder provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning a Holder is sought in or by a court or governmental
      body of competent jurisdiction or through other means, give prompt written
      notice to Holder and allow Holder, at the Holder's expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, such information.

    


    k. The
      Company shall use its best efforts to secure designation and quotation of all
      the Registrable Securities covered by any Registration Statement on the
      Principal Market. If, despite the Company's best efforts, the Company is
      unsuccessful in satisfying the preceding sentence, it shall use its best efforts
      to cause all the Registrable Securities covered by any Registration Statement
      to
      be listed on each other national securities exchange and automated quotation
      system, if any, on which securities of the same class or series issued by the
      Company are then listed, if any, if the listing of such Registrable Securities
      is then permitted under the rules of such exchange or system. If, despite the
      Company's best efforts, the Company is unsuccessful in satisfying the two
      preceding sentences, it will use its best efforts to secure the inclusion for
      quotation with Pink Sheets, LLC. The Company shall pay all fees and expenses
      in
      connection with satisfying its obligation under this Section 3(k).

    


    l. The
      Company shall cooperate with the Holder to facilitate the timely preparation
      and
      delivery of certificates (not bearing any restrictive legend) representing
      the
      Registrable Securities to be offered pursuant to a Registration Statement and
      enable such certificates to be in such denominations or amounts, as the case
      may
      be, as the Holder may reasonably request and registered in such names of the
      Persons who shall acquire such Registrable Securities from the Holder, as the
      Holder may request.

    


    m. The
      Company shall provide a transfer agent for all the Registrable Securities not
      later than the Closing Date of the first Registration Statement filed pursuant
      hereto.

    


    n. If
      requested by the Holder holding a majority of the Registrable Securities, the
      Company shall (i) as soon as reasonably practical incorporate in a prospectus
      supplement or post-effective amendment such information as Holder reasonably
      determines should be included therein relating to the sale and distribution
      of
      Registrable Securities, including, without limitation, information with respect
      to the offering of the Registrable Securities to be sold in such offering;
      (ii)
      make all required filings of such prospectus supplement or post-effective
      amendment as soon as notified of the matters to be incorporated in such
      prospectus supplement or post-effective amendment; and (iii) supplement or
      make
      amendments to any Registration Statement if reasonably requested by
      Holder.

    


    o. The
      Company shall use its best efforts to cause the Registrable Securities covered
      by the applicable Registration Statement to be registered with or approved
      by
      such other governmental agencies or authorities as may be necessary to
      consummate the disposition of such Registrable Securities.

    


    p. Intentionally
      omitted.

    


    q. The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

    


    r. Within
      one (1) business day after the Registration Statement which includes Registrable
      Securities is declared effective by the SEC, the Company shall deliver, and
      shall cause legal counsel for the Company to deliver, to the transfer agent
      for
      such Registrable Securities, with copies to the Holder, confirmation that such
      Registration Statement has been declared effective by the SEC in the form
      attached hereto as Exhibit A. Failure to do so will result in the Face Amount
      on
      the Debentures to be increased by two percent (2%) per day, as liquidated
      damages.

    


    s. Subsequent
      to the SEC declared the Registration Statement cleared of all comments and
      the
      Company's acceptance of the effectiveness of the Registration Statement, the
      Company shall file a prospectus covering the resale of the Shares ("Prospectus")
      within two (2) trading days. In the event the Company does not file the
      Prospectus within two (2) trading days of the Effective Date, then the Company
      shall pay the Holder the sum of five percent (5%) of the Face Amount due to
      the
      Holder for each two (2) trading day period, pro rata, compounded daily,
      following the two (2) trading day period until the Prospectus is
      filed

    


    t. The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Holder of Registrable Securities pursuant to
      a
      Registration Statement.

    


    4. OBLIGATIONS
      OF THE HOLDER.

    


    a. At
      least
      five (5) calendar days prior to the first anticipated filing date of a
      Registration Statement the Company shall notify Holder in writing of the
      information the Company requires from Holder. It shall be a condition precedent
      to the obligations of the Company to complete the registration pursuant to
      this
      Agreement with respect to the Registrable Securities of the Holder that Holder
      shall furnish in writing to the Company such information regarding itself,
      the
      Registrable Securities held by it and the intended method of disposition of
      the
      Registrable Securities held by it as shall reasonably be required to effect
      the
      registration of such Registrable Securities and shall execute such documents
      in
      connection with such registration as the Company may reasonably request. The
      Holder covenants and agrees that, in connection with any resale of Registrable
      Securities by it pursuant to a Registration Statement, it shall comply with
      the
      "Plan of Distribution" section of the current prospectus relating to such
      Registration Statement.

    


    b. The
      Holder, by Holder's acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement
      hereunder.

    


    c. Holder
      agrees that, upon receipt of any notice from the Company of the happening of
      any
      event of the kind described in Section 3(f) or the first sentence of 3(e),
      Holder will immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement(s) covering such Registrable Securities
      until Holder's receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 3(f) or the first sentence of 3(e).

    


    5. EXPENSES
      OF REGISTRATION.

    


    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printing and accounting fees, and fees and disbursements
      of
      counsel for the Company shall be paid by the Company.

    


    6. INDEMNIFICATION.

    


    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

    


    


    a.  To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend Holder who holds such Registrable Securities, the
      directors, officers, partners, employees, agents, representatives of, and each
      Person, if any, who controls Holder within the meaning of the 1933 Act or the
      Securities Exchange Act of 1934, as amended (the “1934 Act”), (each, an
“Indemnified Person”), against any losses, claims, damages, liabilities,
      judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid
      in
      settlement or expenses, joint or several (collectively, “Claims”), incurred in
      investigating, preparing or defending any action, claim, suit, inquiry,
      proceeding, investigation or appeal taken from the foregoing by or before any
      court or governmental, administrative or other regulatory agency, body or the
      SEC, whether pending or threatened, whether or not an indemnified party is
      or
      may be a party thereto ("Indemnified Damages"), to which any of them may become
      subject insofar as such Claims (or actions or proceedings, whether commenced
      or
      threatened, in respect thereof) arise out of or are based upon: (i) any untrue
      statement or alleged untrue statement of a material fact in a Registration
      Statement or any post-effective amendment thereto or in any filing made in
      connection with the qualification of the offering under the securities or other
      "blue sky" laws of any jurisdiction in which Registrable Securities are offered
      ("Blue Sky Filing"), or the omission or alleged omission to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which the statements therein were made,
      not
      misleading, (ii) any untrue statement or alleged untrue statement of a material
      fact contained in the final prospectus (as amended or supplemented, if the
      Company files any amendment thereof or supplement thereto with the SEC) or
      the
      omission or alleged omission to state therein any material fact necessary to
      make the statements made therein, in light of the circumstances under which
      the
      statements therein were made, not misleading, or (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement (the matters in the foregoing
      clauses (i) through (iii) being, collectively, "Violations"). Subject to the
      restrictions set forth in Section 6(c) with respect to the number of legal
      counsel, the Company shall reimburse the Holder and each such controlling
      person, promptly as such expenses are incurred and are due and payable, for
      any
      reasonable legal fees or other reasonable expenses incurred by them in
      connection with investigating or defending any such Claim. Notwithstanding
      anything to the contrary contained herein, the indemnification agreement
      contained in this Section 6(a): (i) shall not apply to a Claim arising out
      of or
      based upon a Violation which occurs in reliance upon and in conformity with
      information furnished in writing to the Company by any Indemnified Person
      expressly for use in connection with the preparation of the Registration
      Statement or any such amendment thereof or supplement thereto, if such
      prospectus were timely made available by the Company pursuant to Section 3(c);
      (ii) shall not be available to the extent such Claim is based on (a) a failure
      of the Holder to deliver or to cause to be delivered the prospectus made
      available by the Company or (b) the Indemnified Person's use of an incorrect
      prospectus despite being promptly advised in advance by the Company in writing
      not to use such incorrect prospectus; and (iii) shall not apply to amounts
      paid
      in settlement of any Claim if such settlement is effected without the prior
      written consent of the Company, which consent shall not be unreasonably
      withheld. Such indemnity shall remain in full force and effect regardless of
      any
      investigation made by or on behalf of the Indemnified Person and shall survive
      the resale of the Registrable Securities by the Holder pursuant to the
      Registration Statement.

    


    b.  In
      connection with any Registration Statement in which Holder is participating,
      Holder agrees to severally and not jointly indemnify, hold harmless and defend,
      to the same extent and in the same manner as is set forth in Section 6(a),
      the
      Company, each of its directors, each of its officers who signs the Registration
      Statement, each Person, if any, who controls the Company within the meaning
      of
      the 1933 Act or the 1934 Act (collectively and together with an Indemnified
      Person, an "Indemnified Party"), against any Claim or Indemnified Damages to
      which any of them may become subject, under the 1933 Act, the 1934 Act or
      otherwise, insofar as such Claim or Indemnified Damages arise out of or are
      based upon any Violation, in each case to the extent, and only to the extent,
      that such Violation occurs in reliance upon and in conformity with written
      information furnished to the Company by Holder expressly for use in connection
      with such Registration Statement; and, subject to Section 6(c), Holder will
      reimburse any legal or other expenses reasonably incurred by them in connection
      with investigating or defending any such Claim; provided, however, that the
      indemnity agreement contained in this Section 6(b) and the agreement with
      respect to contribution contained in Section 7 shall not apply to amounts paid
      in settlement of any Claim if such settlement is effected without the prior
      written consent of Holder, which consent shall not be unreasonably withheld;
      provided, further, however, that the Holder shall be liable under this Section
      6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
      the net proceeds to Holder as a result of the sale of Registrable Securities
      pursuant to such Registration Statement. Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of such
      Indemnified Party and shall survive the resale of the Registrable Securities
      by
      the Holder pursuant to the Registration Statement. Notwithstanding anything
      to
      the contrary contained herein, the indemnification agreement contained in this
      Section 6(b) with respect to any preliminary prospectus shall not inure to
      the
      benefit of any Indemnified Party if the untrue statement or omission of material
      fact contained in the preliminary prospectus were corrected on a timely basis
      in
      the prospectus, as then amended or supplemented.

    


    c.  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses to
      be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. The indemnifying party shall pay for only one
      separate legal counsel for the Indemnified Persons or the Indemnified Parties,
      as applicable, and such counsel shall be selected by Holder holding a
      majority-in-interest of the Registrable Securities included in the Registration
      Statement to which the Claim relates, if the Holder is entitled to
      indemnification hereunder, or the Company, if the Company is entitled to
      indemnification hereunder, as applicable. The Indemnified Party or Indemnified
      Person shall cooperate fully with the indemnifying party in connection with
      any
      negotiation or defense of any such action or claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the Indemnified Party or Indemnified Person which relates to such action or
      claim. The indemnifying party shall keep the Indemnified Party or Indemnified
      Person fully appraised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its written consent, provided, however, that the indemnifying party shall not
      unreasonably withhold, delay or condition its consent. No indemnifying party
      shall, without the consent of the Indemnified Party or Indemnified Person,
      consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim. Following indemnification
      as provided for hereunder, the indemnifying party shall be surrogated to all
      rights of the Indemnified Party or Indemnified Person with respect to all third
      parties, firms or corporations relating to the matter for which indemnification
      has been made. The failure to deliver written notice to the indemnifying party
      within a reasonable time of the commencement of any such action shall not
      relieve such indemnifying party of any liability to the Indemnified Person
      or
      Indemnified Party under this Section 6, except to the extent that the
      indemnifying party is prejudiced in its ability to defend such
      action.

    


    d.  The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

    


    e.  The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

    


    7. CONTRIBUTION.

    


    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no contribution
      shall be made under circumstances where the maker would not have been liable
      for
      indemnification under the fault standards set forth in Section 6; (ii) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from
      any seller of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (iii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities.

     

    8. 8.
      REPORTS UNDER THE EXHANGE ACT. 

     

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the Securities Act or any similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration ("Rule 144") the Company agrees to: 

     

     

    (a)
      make
      and keep public information available, as those terms are understood and defined
      in Rule 144; 

     

     

    (b)
      file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements (it being understood that nothing herein
      shall limit the Company's obligations under Section 4(c) of the Securities
      Purchase Agreement) and the filing of such reports and other documents as are
      required by the applicable provisions of Rule 144; and 

     

    (c)
      furnish to each Investor so long as such Investor owns Registrable Securities,
      promptly upon request, (i) a written statement by the Company that it has
      complied with the reporting requirements of Rule 144, the Securities Act and
      the
      Exchange Act, (ii) a copy of the most recent annual or quarterly report of
      the
      Company and such other reports and documents so filed by the Company, and (iii)
      such other information as may be reasonably requested to permit the Investors
      to
      sell such securities pursuant to Rule 144 without registration. 

    


    9. NO
      ASSIGNMENT OF REGISTRATION RIGHTS.

    


    The
      rights under this Agreement shall not be assignable. 

    


    10. AMENDMENT
      OF REGISTRATION RIGHTS.

    


    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and Holder of
      the
      Registrable Securities. Any amendment or waiver effected in accordance with
      this
      Section 10 shall be binding upon Holder and the Company. No such amendment
      shall
      be effective to the extent that it applies to less than all of the Holders
      of
      the Registrable Securities. No consideration shall be offered or paid to any
      Person to amend or consent to a waiver or modification of any provision of
      any
      of this Agreement unless the same consideration also is offered to all of the
      parties to this Agreement.

    


    11. MISCELLANEOUS.

    


    a. A
      Person
      is deemed to be a Holder of Registrable Securities whenever such Person owns
      of
      record such Registrable Securities. If the Company receives conflicting
      instructions, notices or elections from two or more Persons with respect to
      the
      same Registrable Securities, the Company shall act upon the basis of
      instructions, notice or election received from the registered owner of such
      Registrable Securities.

    


    b. Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

    


    If
      to the
      Company:

    Kent
      Watts

    Hyperdynamics
      Corp.

    9700
      Bissonnet, Suite 1700

    Houston,
      Texas 77036

    Telephone:
      (713) 353-9400

    Facsimile:
      (713) 353-9421

    


    If
      to the
      Holder:

    


    At
      the
      address listed in the Questionnaire.

    


    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    


    c.
       Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

    


    d.
       All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. 

    


    e.
       This
      Agreement and the Transaction Documents (as
      defined in the Subscription Agreement)
      constitute the entire agreement among the parties hereto with respect to the
      subject matter hereof and thereof. There are no restrictions, promises,
      warranties or undertakings, other than those set forth or referred to herein
      and
      therein.

    


    f. This
      Agreement and the Transaction Documents supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

    


    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    h.
       This
      Agreement may be executed in two or more counterparts, all of which taken
      together shall constitute one instrument. Execution and delivery of this
      Agreement by exchange of facsimile copies bearing the facsimile signature of
      a
      party shall constitute a valid and binding execution and delivery of this
      Agreement by such party. Such facsimile copies shall constitute enforceable
      original documents.

    


    i. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    j. All
      consents and other determinations to be made by the Holder pursuant to this
      Agreement shall be made, unless otherwise specified in this Agreement, by Holder
      holding a majority of the Registrable Securities.

    


    k. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

    12.
      Waiver

    


    The
      Holder's delay or failure at any time or times hereafter to require strict
      performance by Company of any undertakings, agreements or covenants shall not
      waiver, affect, or diminish any right of the Holder under this Agreement to
      demand strict compliance and performance herewith. Any waiver by the Holder
      of
      any Event of Default shall not waive or affect any other Event of Default,
      whether such Event of Default is prior or subsequent thereto and whether of
      the
      same or a different type. None of the undertakings, agreements and covenants
      of
      the Company contained in this Agreement, and no Event of Default, shall be
      deemed to have been waived by the Holder, nor may this Agreement be amended,
      changed or modified, unless such waiver, amendment, change or modification
      is
      evidenced by an instrument in writing specifying such waiver, amendment, change
      or modification and signed by the Holder. 

    


    13.
      Payment of Penalties

    


    Any
      accrued penalties incurred herein by the Company for failure to act in a timely
      manner, as described in this Agreement, shall be charged to the Face Amount
      of
      the Debenture (as defined in the Debenture), unless specifically noted
      otherwise.

    


    14.
      Waiver of Jury Trial. 

    


    AS
      A
      MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE
      PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
      ASSOCIATED WITH THIS TRANSACTION. 

    


    *
      *
      *

    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be duly executed as of the day and year first above written. Duly authorized
      to
      sign on behalf of:

    


    HYPERDYNAMICS
      CORP.

    


    


    By: ____________________________________

    Name:
      Kent Watts

    Title: Chief
      Executive Officer

    


    DUTCHESS
      PRIVATE EQUITIES FUND, II, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS 

    CAPITAL
      MANAGEMENT, LLC 

    


    By:__________________________________        Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    FORM
      OF
      NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    Date:
      __________

    [TRANSFER
      AGENT]

    


    Re: Hyperdynamics
      Corp.

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Hyperdynamics
      Corp.,
      a
      Delaware corporation (the "Company"), and have represented the Company in
      connection with that certain Subscription Agreement (the "Subscription
      Agreement") entered into by and among the Company and _________________________
      (the "Holder") pursuant to which the Company has agreed to issue to the Holder
      shares of the Company's common stock, $.001 par value per share (the "Common
      Stock") on the terms and conditions set forth in the Subscription Agreement.
      Pursuant to the Subscription Agreement, the Company also has entered into a
      Registration Rights Agreement with the Holder (the "Registration Rights
      Agreement") pursuant to which the Company agreed, among other things, to
      register the Registrable Securities (as defined in the Registration Rights
      Agreement), including the shares of Common Stock issued or issuable under the
      Subscription Agreement under the Securities Act of 1933, as amended (the "1933
      Act"). In connection with the Company's obligations under the Registration
      Rights Agreement, on ____________ ___, 2005, the Company filed a Registration
      Statement on Form S- ___ (File No. 333-________) (the "Registration Statement")
      with the Securities and Exchange Commission (the "SEC") relating to the
      Registrable Securities which names the Holder as a selling shareholder
      thereunder.

    


    In
      connection with the foregoing, we advise you that [a
      member
      of the SEC's staff has advised us by telephone that the SEC has entered an
      order
      declaring the Registration Statement effective]
      [the
      Registration Statement has become effective]
      under
      the 1933 Act at [enter
      the time of effectiveness]
      on
      [enter
      the date of effectiveness]
      and to
      the best of our knowledge, after telephonic inquiry of a member of the SEC’s
      staff, no stop order suspending its effectiveness has been issued and no
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      the Registrable Securities are available for resale under the 1933 Act pursuant
      to the Registration Statement.

    


    Very
      truly yours,

    


    [Company
      Counsel]

    


    By: ____________________

    
      	
              cc:

            	
              [Holder]