Execution
Version

     

    STOCK
PURCHASE AGREEMENT

     

    STOCK PURCHASE AGREEMENT (the
“Agreement”), dated as
of November 3, 2010, by and among Hyperdynamics Corporation, a corporation
organized under the laws of the State of Delaware, with its principal offices at
12012 Wickchester Lane, Suite 475, Houston, Texas 77079 (the “Company”), and the investors
listed on the Schedule of Buyers attached hereto (each, a “Buyer,” and collectively, the
“Buyers”).

     

    WHEREAS:

     

    A.    The
Company and each Buyer is executing and delivering this Agreement in reliance
upon the exemption from securities registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “1933 Act”), and/or Rule 506 of
Regulation D (“Regulation
D”) as promulgated by the United States Securities and Exchange
Commission (the “SEC”)
under the 1933 Act.

     

    B.    Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and
conditions stated in this Agreement, that aggregate number of shares of the
common stock, par value $0.001 per share, of the Company (the “Common Stock”), set forth
opposite such Buyer’s name in column (3) on the Schedule of Buyers (which
aggregate amount for all Buyers together shall be 15,000,000 shares of Common
Stock and shall collectively be referred to herein as the “Common Shares”).

     

    C.    Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement, substantially in the
form attached hereto as Exhibit A (the “Registration Rights
Agreement”), pursuant to which the Company has agreed to provide certain
registration rights with respect to the Common Shares under the 1933 Act and the
rules and regulations promulgated thereunder, and applicable state securities
laws.

     

    NOW, THEREFORE, the Company
and each Buyer hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              PURCHASE AND SALE
      OF COMMON SHARES

            


    

     

    (a)           Purchase of Common
Shares.

     

    Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6
below, the Company shall issue and sell to each Buyer, and each Buyer severally,
but not jointly, shall purchase from the Company on the Closing Date (as defined
below), the number of Common Shares as is set forth opposite such Buyer’s name
in column (3) on the Schedule of Buyers (the “Closing”).

     

    (i)           Closing.  The
date and time of the Closing (the “Closing Date”) shall be 10:00
a.m., Houston, Texas time, on the date hereof (or such later date as is mutually
agreed to by the Company and each Buyer) after notification of satisfaction (or
waiver) of the conditions to the Closing set forth in Sections 5 and 6 below at
the offices of the Company or at such other location as mutually agreed upon by
the parties hereto.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (ii)           Purchase
Price.  The aggregate purchase price for the Common Shares to
be purchased by each such Buyer at the Closing (the “Purchase Price”) shall be the
amount set forth opposite each Buyer’s name in column (4) of the Schedule of
Buyers.

     

    (b)           Form of
Payment.  On the Closing Date, (i) each Buyer shall pay its
Purchase Price to the Company for the Common Shares to be issued and sold to
such Buyer at the Closing, by wire transfer of immediately available funds in
accordance with the Company’s written wire instructions and (ii) the
Company shall deliver to each Buyer the Common Shares (allocated in the amounts
as such Buyer shall request) which such Buyer is then purchasing hereunder, duly
executed on behalf of the Company and registered in the name of such Buyer or
its designee.

     

    
      	
               
      

            	
              2.

            	
              BUYER’S
      REPRESENTATIONS AND
WARRANTIES.

            


    

     

    Each
Buyer represents and warrants with respect to only itself that:

     

    (a)           No Public Sale or
Distribution.  Such Buyer is acquiring the Common Shares for
its own account and not with a view towards, or for resale in connection with,
the public sale or distribution thereof, and that such Buyer has no present
intention of selling, granting any participation in or otherwise distributing
the same except pursuant to sales registered or exempted under the 1933 Act;
provided, however, that by
making the representations herein, such Buyer does not agree to hold any of the
Common Shares for any minimum or other specific term and reserves the right to
dispose of the Common Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the 1933 Act and pursuant to the
applicable terms of the Transaction Documents (as defined in Section 3(b)),
except as provided in Section 2(m).  Such Buyer is acquiring the
Common Shares hereunder in the ordinary course of its business.  Such
Buyer does not presently have any agreement, contract, undertaking, arrangement
or understanding, directly or indirectly, with any Person (as defined in Section
3(s)) to distribute any of the Common Shares.

     

    (b)           Accredited Investor
Status.  Such Buyer is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D and that such Buyer shall submit to the
Company such additional information as may be reasonably requested by the
Company to establish such Buyer’s status as such.

     

    (c)           Reliance on
Exemptions.  Such Buyer understands that the Common Shares are
being offered and sold to it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying in part upon the truth and accuracy of, and such
Buyer’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Buyer set forth herein in order to
determine the availability of such exemptions and the eligibility of such Buyer
to acquire the Common Shares.

     

    
      
         


      

      
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    (d)           Information.  Such
Buyer and its advisors, if any, have been furnished with all materials relating
to the business, finances and operations of the Company and materials relating
to the offer and sale of the Common Shares that have been requested by such
Buyer.  Such Buyer and its advisors, if any, have been afforded the
opportunity to ask questions of the Company concerning the Transaction
Documents, the exhibits and schedules attached thereto and the transactions
contemplated by the Transaction Documents, as well as the Company’s business,
management and financial affairs, which questions were answered to its complete
satisfaction.  Neither such inquiries nor any other due diligence
investigations conducted by such Buyer or its advisors, if any, or its
representatives shall modify, amend or affect such Buyer’s right to rely on the
Company’s representations and warranties contained herein.  Such Buyer
understands that its investment in the Common Shares involves a high degree of
risk and acknowledges that it is able to afford a complete loss of such
investment.  Such Buyer has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Common Shares.

     

    (e)           No Governmental
Review.  Such Buyer understands that no United States federal
or state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Common Shares or the fairness or
suitability of the investment in the Common Shares nor have such authorities
passed upon or endorsed the merits of the offering of the Common
Shares.

     

    (f)           Transfer or
Resale.  Such Buyer understands that except as provided in the
Registration Rights Agreement: (i) the Common Shares have not been and are not
being registered under the 1933 Act or any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, or (B) such Buyer shall have delivered to the Company an
opinion of counsel, in a form reasonably acceptable to the Company and its legal
counsel, to the effect that such Common Shares to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from
such registration, including, without limitation, the exemptions provided by
Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule
thereto) (collectively, “Rule
144”); (ii) any sale of the Common Shares made in reliance on Rule 144
may be made only in accordance with the terms of Rule 144 and further, if Rule
144 is not applicable, any resale of the Common Shares under circumstances in
which the seller (or the Person through whom the sale is made) may be deemed to
be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
Person is under any obligation to register the Common Shares under the 1933 Act
or any state securities laws or to comply with the terms and conditions of any
exemption thereunder.

     

    (g)           Legends.  Such
Buyer understands that until such time as the resale of the Common Shares have
been registered under the 1933 Act as contemplated by the Registration Rights
Agreement, except as set forth below, the certificates or other instruments
representing the Common Shares, shall bear any legend as required by the “blue
sky” laws of any state and a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such stock
certificates):

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT.

     

    
      
         


      

      
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    The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Common Shares upon which it
is stamped, if, unless otherwise required by state securities laws, (i) such
Common Shares are registered for resale under the 1933 Act, or (ii) in
connection with a sale, assignment or other transfer, such holder provides the
Company with an opinion of a law firm reasonably acceptable to the Company and
its legal counsel, in a form reasonably acceptable to the Company and its legal
counsel, to the effect that such sale, assignment or transfer of the Common
Shares may be made without registration under the applicable requirements of the
1933 Act including, without limitation, the exemption provided by Rule
144.  Notwithstanding the above, the Company shall issue a certificate
without such legend to the holder of the Common Shares upon which it is stamped
upon the request of such holder on or after the six month anniversary of the
closing date consistent with and pursuant to the requirements of Rule
144.

     

    (h)          Validity;
Enforcement.  This Agreement and the Registration Rights
Agreement have been duly and validly authorized, executed and delivered on
behalf of such Buyer and shall constitute the legal, valid and binding
obligations of such Buyer enforceable against such Buyer in accordance with
their respective terms, except as such enforceability may be limited by general
principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and
remedies.

     

    (i)           No
Conflicts.  The execution, delivery and performance by such
Buyer of this Agreement and the Registration Rights Agreement and the
consummation by such Buyer of the transactions contemplated hereby and thereby
will not (i) result in a violation of the organizational documents of such
Buyer, (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which such Buyer is a party, (iii) result
in a violation of any law, rule, regulation, order, judgment  or
decree (including federal and state securities laws) applicable to such Buyer,
or (iv) require the consent, approval, authorization, order of or any filing,
registration or qualification with, any court, governmental authority or third
Person, except in the case of clauses (ii)  (iii) and (iv) above, for
such conflicts, defaults, rights or violations which would not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on
the ability of such Buyer to perform its obligations hereunder.

     

    (j)           Investment
Risk.  Such Buyer understands that its investment in the Common
Shares involves a significant degree of risk and that the market price of the
Common Stock has been and continues to be volatile and that no representation is
being made as to the future value or trading volume of the Common
Shares.  Such Buyer has the knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Common Shares and has the ability to bear the economic risks
of an investment in the Common Shares.

     

    
      
         


      

      
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    (k)           Residency.  Such
Buyer is a resident of that jurisdiction specified below its address on the
Schedule of Buyers.

     

    (l)           Organization;
Authorization.  Such Buyer is duly organized, validly existing
and in good standing (to the extent such concept is applicable) under the laws
of the jurisdiction in which it is organized and has the requisite
organizational power and authority to carry on its business as now being
conducted.  Such Buyer has the requisite organizational power and
authority to enter into and perform its obligations under this Agreement and the
Transaction Documents to which it is a party.

     

    (m)          Certain Trading
Activities.  Neither such Buyer, nor any affiliate, foreign or
domestic, of Buyer, which (x) had knowledge of the transactions contemplated
hereby, (y) has or shares discretion relating to such Buyer’s investments or
trading or information concerning such Buyer’s investments and (z) is subject to
such Buyer’s review or input concerning such affiliate’s investments or trading
(collectively, "Trading
Affiliates") has directly or indirectly, nor has any Person acting on
behalf of or pursuant to any understanding with such Buyer or Trading Affiliate,
engaged in any transactions in the securities of the Company (including, without
limitation, any Short Sales (as defined below) involving the Company’s
securities) since the date that such Buyer was first contacted by the Company or
any Person acting on their behalf regarding the investment in the Company
contemplated by this Agreement.  For purposes of this Section, “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 of Regulation SHO adopted
under the 1934 Act (as defined in Section 3(f) below) and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, short
sales, swaps and similar arrangements (including on a total return basis), and
sales and other transactions through non-US broker-dealers or foreign regulated
brokers having the effect of hedging the securities of the Company or the
investment contemplated under this Agreement.  Such Buyer covenants
that neither it, nor any Person acting on its behalf or pursuant to any
understanding with it, will engage in any transactions in the securities of the
Company (including Short Sales) prior to the time that the transactions
contemplated by this Agreement are publicly disclosed by the Company by means of
filing a Current Report on Form 8-K.

     

    (n)          [Intentionally
Omitted.]

     

    (o)          Rule
144.  Such Buyer acknowledges that the Common Shares must be
held unless subsequently registered under the 1933 Act or an exemption from such
registration is available.  Such Buyer is aware of the provisions of
Rule 144 promulgated under the 1933 Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including among other things, the availability of certain current
public information about the Company, and, if applicable, the resale occurring
not less than six months after a party has purchased and paid for the security
to be sold.  Such Buyer understands that, although Rule 144 is not
exclusive, the SEC has expressed its opinion that Persons proposing to sell
restricted securities received in a private offering other than in a registered
offering or pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales and that such Persons and the brokers who participate in the transactions
do so at their own risk.

     

    
      
         


      

      
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    (p)          Brokers or
Finders.  The Company will not incur, directly or indirectly,
as a result of any action taken by such Buyer, any liability for brokerage or
finders’ fees or agents’ commissions or any similar charges in connection with
the Transaction Documents.

     

    (q)          Tax
Advisors.  Such Buyer has reviewed with its own tax advisors
the U.S. federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by the Transaction Documents.  With
respect to such matters, such Buyer relies solely on such advisors and not on
any statements or representations of the Company or any of its agents, written
or oral.  With the exception that the Company shall be responsible for
the taxes as described in Section 3(dd) herein, such Buyer understands that it
(and not the Company) shall be responsible for its own tax liability that may
arise as a result of this investment or the transactions contemplated by the
Transaction Documents.

     

    (r)           General
Solicitation.  Such Buyer is not purchasing the Common Shares
as a result of any advertisement, article, notice or other communication
regarding the Common Shares published in any newspaper, magazine or similar
media or broadcast over television or radio or presented at any seminar or any
other general advertisement.

     

    
      	
               
      

            	
              3.

            	
              REPRESENTATIONS AND
      WARRANTIES OF THE COMPANY.

            


    

     

    The
Company represents and warrants to each of the Buyers that:

     

    (a)           Organization and
Qualification.  The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with corporate power and authority to carry on its business as now
being conducted, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts its business in
a manner or to an extent that would require such qualification, other than such
failures to be so qualified or in good standing as, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse
Effect.  As used in this Agreement, “Material Adverse Effect” means
any material adverse effect on the business, properties, assets, operations,
results of operations, or condition (financial or otherwise) of the Company and
its Subsidiaries (as defined below), taken as a whole, or on the transactions
contemplated hereby and the other Transaction Documents or by the agreements and
instruments to be entered into in connection herewith or therewith, or on the
authority or ability of the Company to perform its obligations under the
Transaction Documents.  Each Subsidiary of the Company has been duly
organized and is validly existing as a corporation, partnership or limited
liability company in good standing under the laws of the jurisdiction in which
it is chartered or organized with full corporate power and authority to own or
lease, as the case may be, and to operate its properties and conduct its
business as currently operated and conducted, and is duly qualified to do
business as a foreign corporation, partnership or limited liability company and
is in good standing under the laws of each jurisdiction which requires such
qualification, except where the failure so to qualify or to be in good standing
would not, individually or in the aggregate, result in a Material Adverse
Effect.  As used herein, “Subsidiary” means (A) any
entity of which the Company (either alone or through or together with one or
more of its Subsidiaries) owns or holds, directly or indirectly, through one or
more intermediaries, more than 50% of the stock or other equity interests of
such entity and such entity is an entity which is required to be disclosed in
Exhibit 21 of the Company’s SEC Documents (defined below) under Item 601 of
Regulation S-K, (B) any entity of which stock or other equity interests having
the power to elect a majority of that entity’s board of directors or similar
governing body, or otherwise having the power to direct the business and
policies of such entity, are held or owned, directly or indirectly, through one
or more intermediaries, by the Company (either alone or through or together with
one or more of its Subsidiaries), or (C) any entity, the operations of which are
consolidated or combined with the Company, pursuant to generally accepted
accounting principles (“GAAP”), for financial
reporting purposes.

     

    
      
         


      

      
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    (b)          Authorization; Enforcement;
Validity.  The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, the
Registration Rights Agreement, and each of the other agreements entered into by
the parties hereto in connection with the transactions contemplated by this
Agreement (collectively, the “Transaction Documents”) and to
issue the Common Shares in accordance with the terms hereof and
thereof.  The execution and delivery of the Transaction Documents by
the Company and the consummation by the Company of the transactions contemplated
hereby and thereby, including, without limitation, the issuance of the Common
Shares have been duly authorized by the Company’s Board of Directors and no
further consent or authorization is required by the Company, its Board of
Directors or its stockholders.  This Agreement and the other
Transaction Documents have been duly executed and delivered by the Company, and
constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally, and to general principles of equity, including principles of
materiality, commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity) and except
that rights to indemnification and contribution thereunder may be limited by
federal or state securities laws or public policy relating thereto.

     

    (c)           Issuance of Common
Shares.  The Common Shares are duly authorized and, upon
issuance in accordance with the terms hereof, shall be validly issued and free
from all preemptive or similar rights, taxes, liens and charges with respect to
the issuance thereof other than liens or encumberances created by or imposed
upon the Buyers; provided, however, that the
Common Shares are subject to restrictions on transfer under U.S. state and
federal securities laws as provided herein and in the Registration Rights
Agreement, and the Common Shares shall be fully paid and nonassessable with the
holders being entitled to all rights accorded to a holder of Common
Stock.  Assuming the accuracy of each of the representations and
warranties set forth in Section 2 of this Agreement, the offer and issuance by
the Company of the Common Shares is exempt from registration under the 1933
Act.

     

    
      
         


      

      
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    (d)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance of the Common Shares) and will not (i) result in a violation of the
Amended and Restated Certificate of Incorporation, as amended, or the By-laws of
the Company, or any certificate of incorporation, certificate of formation, any
certificate of designations, bylaws or other constituent documents of any of its
Subsidiaries, each as in effect on the date hereof, or any capital stock of the
Company or any of its Subsidiaries or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) in any respect under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, except,
in each case, for such conflicts, defaults or events of default which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or (iii) except as would not reasonably be expected to result in
a Material Adverse Effect, result in a violation of any law, rule, regulation,
order, judgment or decree (including foreign, federal and state securities laws
and regulations and the rules and regulations of the NYSE Amex (the “Principal Market”)) applicable
to the Company or any of its Subsidiaries or by which any property or asset of
the Company or any of its Subsidiaries is bound or affected.

     

    (e)           Consents.  Except
for (i) an additional listing application with the Principal Market, (ii) the
8-K Filing (as defined in Section 4(h)), (iii) the Registration Statement (as
defined in the Registration Rights Agreement), (iv) the reports or notices
required under Regulation D and any related state “Blue Sky” filings required to
be filed with respect to the Common Shares pursuant to the Registration Rights
Agreement and (v) the receipt of a declaration of the effectiveness of the
Registration Statement, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency or any regulatory or self-regulatory agency or any other
Person in order for it to execute, deliver or perform any of its obligations
under the Transaction Documents, in each case, in accordance with the terms
hereof or thereof.  The Company is unaware of any facts or
circumstances that might prevent the Company from obtaining or effecting any of
the registration, application or filings pursuant to the preceding sentence
required to be obtained or effected.  The Company is not in violation
of the listing requirements of the Principal Market and has no knowledge of any
facts that would reasonably lead to delisting or suspension of the Common Stock
in the foreseeable future.

     

    (f)           Acknowledgment Regarding
Buyer’s Purchase of Common Shares.  The Company acknowledges
and agrees that each Buyer is acting solely in the capacity of an arm’s length
purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and that no Buyer is (i) an officer or director
of the Company, (ii) to the Company’s Knowledge, an “affiliate” of the Company
or any of its Subsidiaries (as defined in Rule 144 of the 1933 Act) or (iii) to
the Knowledge of the Company, based solely on a review of available public
filings on Schedule 13D or Schedule 13G and without taking into account the
purchase of the Common Shares hereunder by such Buyer, a “beneficial owner” of
more than 10% of the Common Stock (as defined for purposes of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “1934 Act”)).  The
Company further acknowledges that no Buyer is acting as a financial advisor or
fiduciary of the Company or any of its Subsidiaries (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated
hereby and thereby, and any advice given by a Buyer or any of its
representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to such
Buyer’s purchase of the Common Shares.  The Company further represents
to each Buyer that the Company’s decision to enter into the Transaction
Documents has been based solely on an independent evaluation by the Company and
its representatives.  As used herein, “Knowledge” means, with respect
to the Company, the actual knowledge of any executive officer of the
Company.

     

    
      
         


      

      
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    (g)           No General Solicitation; No
Placement Agent.  Neither the Company, nor any of its
Subsidiaries or affiliates, nor any Person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D) in connection with the offer or sale of the Common
Shares.  Neither the Company nor any of its Subsidiaries has engaged
any placement agent or other agent in connection with the sale of the Common
Shares.

     

    (h)           No Integrated
Offering.  None of the Company, its Subsidiaries, any of their
affiliates, and any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of the issuance of
any of the Common Shares under the 1933 Act, whether through integration with
prior offerings or otherwise, or cause this offering of the Common Shares to
require approval of stockholders of the Company for purposes of any applicable
stockholder approval provisions, including, without limitation, under the rules
and regulations of the Principal Market.  None of the Company, its
Subsidiaries, their affiliates and any Person acting on their behalf will take
any action or steps referred to in the preceding sentence that would require
registration of the issuance of any of the Common Shares under the 1933 Act or
stockholder approval under applicable stockholder approval
provisions.

     

    (i)           SEC Documents; Financial
Statements.  Since January 1, 2010, the Company has filed all
reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the 1934 Act (all
of the foregoing, including all amendments thereto, filed since January 1, 2010,
and all exhibits included therein and financial statements, notes and schedules
thereto and documents incorporated by reference therein being hereinafter
referred to as the “SEC
Documents”).  As of their respective filing dates, the SEC
Documents complied as to form in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and the SEC Documents, when taken together, at
the time they were filed with the SEC, did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  As of their
respective filing dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto.  Such financial statements have been prepared in
accordance with GAAP, consistently applied, during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes
thereto and (ii) in the case of unaudited interim statements, to the extent they
may exclude footnotes, may be subject to customary year-end adjustments or may
be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of
its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments).

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (j)           Absence of Certain
Changes.  Other than as set forth in the Company’s SEC
Documents, since June 30, 2010, there has been no material adverse change and no
material adverse development in the business, properties, operations, condition
(financial or otherwise) or results of operations of the Company or its
Subsidiaries.  Neither the Company nor any of its Subsidiaries has
taken any steps to seek protection pursuant to any bankruptcy law nor does the
Company have any knowledge or reason to believe that its creditors intend to
initiate involuntary bankruptcy proceedings or any actual knowledge of any fact
that would reasonably lead a creditor to do so.

     

    (k)           No Undisclosed Events,
Liabilities, Developments or Circumstances.  Except for the
offering and sale of the Common Shares, no event, liability, development or
circumstance has occurred or exists, or is contemplated to occur, with respect
to the Company or its Subsidiaries or their respective business, properties,
operations, condition (financial or otherwise) or results of operations, that
would be required to be disclosed by the Company under applicable securities
laws on a registration statement on Form S-1 filed with the SEC relating to an
issuance and sale by the Company of its Common Stock and which has not been
publicly announced.

     

    (l)           Conduct of Business;
Regulatory Compliance.  Neither the Company nor any of its
Subsidiaries is in violation of any judgment, decree or order or any statute,
ordinance, rule or regulation applicable to the Company or its Subsidiaries,
except for possible violations which could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  Without limiting the generality of the foregoing, the Company
is not in violation in any material respects of any of the rules, regulations or
requirements of the Principal Market and has no Knowledge of any facts or
circumstances that would reasonably lead to delisting or suspension of the
Common Stock by the Principal Market in the foreseeable future.

     

    (m)          Foreign Corrupt
Practices.  Neither the Company, nor any of its Subsidiaries,
nor, to the Knowledge of the Company, any director, officer, agent, employee or
other Person acting on behalf of the Company or any of its Subsidiaries, has, in
the course of its actions for, or on behalf of, the Company, violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended.

     

    (n)           Sarbanes-Oxley
Act.  The Company is in material compliance with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof that the Company is required to be in compliance with, and
any and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof that the Company is required to be in
compliance with.

     

    (o)           Transactions With
Affiliates.  Except as set forth in the SEC Documents filed at
least ten days prior to the date hereof, none of the officers or directors of
the Company or any of its Subsidiaries is presently a party to any transaction
with the Company (other than for ordinary course services as employees, officers
or directors), which is, taken individually or in the aggregate with other
unreported transactions, material, including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any such officer, director or employee or, to the Knowledge of the
Company, any corporation, partnership, trust or other entity in which any such
officer, director, or employee has a substantial interest or is an officer,
director, trustee or partner.

     

    
      
         


      

      
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    (p)           Equity
Capitalization.  As of the date hereof, the authorized capital
stock of the Company consists of (x) 250,000,000 shares of Common Stock, of
which as of the date hereof, 109,031,661 shares are issued and outstanding,
9,500,000 shares are reserved for issuance pursuant to the Company’s equity
incentive plan of which options to purchase 7,570,000 shares of Common Stock are
outstanding and 6,017,052 shares are reserved for issuance pursuant to
securities exercisable or exchangeable for, or convertible into, shares of
Common Stock, and (y) 20,000,000 shares of preferred stock, $0.001 par value per
share, of which as of the date hereof, 1,945 shares of Series A convertible
preferred stock are issued and outstanding.  All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid
and nonassessable.  Except as set forth above in this Section 3(p):
(i) none of the Company’s capital stock is subject to preemptive rights or any
other similar rights or any liens or encumbrances suffered or permitted by the
Company; (ii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any
shares of capital stock of the Company or any of its Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any
capital stock of the Company or any of its Subsidiaries; (iii) there are no
agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of their securities under the 1933 Act
(except pursuant to the Registration Rights Agreement); (iv) there are no
outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries; and (v) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Common Shares; and (vi) except for the Company’s equity incentive plans, the
Company does not have any stock appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement.  The Company has filed as
exhibits to the SEC Documents true, correct and complete copies of the
Company’s  Certificate of Incorporation, as amended and as in effect
on the date hereof (the “Certificate of
Incorporation”), and the Company’s By-Laws, as amended and as in effect
on the date hereof (the “Bylaws”), and the material
terms of all securities convertible into, or exercisable or exchangeable for,
shares of Common Stock and the material rights of the holders thereof in respect
thereto.

     

    
      
         


      

      
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    (q)           Indebtedness and Other
Contracts.  Except as set forth in the Company’s SEC Documents,
neither the Company nor any of its Subsidiaries (i) has any outstanding
Indebtedness (as defined below), (ii) is a party to any contract, agreement or
instrument, the violation of which, or default under which, by the other
party(ies) to such contract, agreement or instrument would result in a Material
Adverse Effect, or (iii) is in violation of any term of or in default under any
contract, agreement or instrument, except where such violations and defaults
would not result, individually or in the aggregate, in a Material Adverse
Effect.  The material terms of any such outstanding Indebtedness are
described in the SEC Documents.  For purposes of this
Agreement:  (x) “Indebtedness” of any Person
means, without duplication (A) all indebtedness for borrowed money, (B) all
obligations issued, undertaken or assumed as the deferred purchase price of
property or services, including (without limitation) “capital leases” in
accordance with GAAP (other than trade payables entered into in the ordinary
course of business), (C) all reimbursement or payment obligations with respect
to letters of credit, surety bonds and other similar instruments, (D) all
obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all Indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as a
financing, in either case, with respect to any property or assets acquired with
the proceeds of such Indebtedness (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to
repossession or sale of such property), (F) all monetary obligations under any
leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a capital lease, (G)
all Indebtedness referred to in clauses (A) through (F) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any mortgage, lien, pledge, charge, security
interest or other encumbrance upon or in any property or assets (including
accounts and contract rights) owned by any Person, even though the Person which
owns such assets or property has not assumed or become liable for the payment of
such Indebtedness, and (H) all Contingent Obligations in respect of Indebtedness
or obligations of others of the kinds referred to in clauses (A) through (G)
above; (y) “Contingent
Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any Indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such liability will be protected (in whole or in
part) against loss with respect thereto; and (z) “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.

     

    (r)           Absence of
Litigation.  Except as would not reasonably be expected to have
a Material Adverse Effect, there is no action, suit, proceeding, inquiry or
investigation before or by the Principal Market, any court, public board,
government agency, self-regulatory organization or body pending or, to the
Knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any
of the Company’s or its Subsidiaries’ officers or directors.

     

    (s)           Insurance.  The
Company and each of its Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged.  Neither the
Company nor any such Subsidiary has been refused any insurance coverage sought
or applied for and neither the Company nor any such Subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a
Material Adverse Effect.

     

    
      
         


      

      
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    (t)           Employee
Relations.

     

    (i)           Neither
the Company nor any of its Subsidiaries is a party to any collective bargaining
agreement or employs any member of a union.  The Company and its
Subsidiaries believe that their relations with their employees are generally
satisfactory.  No executive officer of the Company or any of its
Subsidiaries has notified the Company or any such Subsidiary that such officer
intends to leave the Company or any such Subsidiary or otherwise terminate such
officer’s employment with the Company or any such Subsidiary.  To the
Knowledge of the Company, no executive officer of the Company or any of its
Subsidiaries, is, or is now expected to be, in violation of any material term of
any employment contract, non-competition agreement, or any other agreement
containing restrictive covenants with respect to his or her employment, and the
continued employment of each such executive officer does not subject the Company
or any of its Subsidiaries to any liability with respect to any such
matters.

     

    (ii)          The
Company and its Subsidiaries are in compliance with all federal, state, local
and foreign laws and regulations respecting labor, employment and employment
practices and benefits, terms and conditions of employment and wages and hours,
except where failure to be in compliance would not, either individually or in
the aggregate, reasonably be expected to result in a Material Adverse
Effect.

     

    (u)           Title.  The
Company and its Subsidiaries do not own any real estate
property.  Except as would not reasonably be expected to have a
Material Adverse Effect, the Company and its Subsidiaries have good and
marketable title to all personal property owned by them which is material to the
business of the Company and its Subsidiaries, in each case free and clear of all
liens, encumbrances and defects, except for (i) liens for current taxes not yet
due and payable, (ii) liens imposed by law and incurred in the ordinary course
of business for obligations not past due, (iii) liens in respect of pledges or
deposits under workers’ compensation or similar laws and (iv) liens and
encumbrances which do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the
Company and any of its Subsidiaries.  Any real property and facilities
held under lease by the Company and any of its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as would not
reasonably be expected to have a Material Adverse Effect and do not interfere
with the use made and proposed to be made of such property and buildings by the
Company and its Subsidiaries or would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    (v)           Intellectual Property
Rights.  Except as would not reasonably be expected to have a
Material Adverse Effect, the Company and its Subsidiaries own or possess
adequate rights or licenses to use all trademarks, service marks and all
applications and registrations therefor, trade names, patents, patent rights,
copyrights, original works of authorship, inventions, trade secrets and other
intellectual property rights (“Intellectual Property Rights”)
necessary to conduct their respective businesses as conducted on the date of
this Agreement.  To the Knowledge of the Company, no product or
service of the Company or its Subsidiaries infringes the Intellectual Property
Rights of others.  Except as would not reasonably be expected to have
a Material Adverse Effect, the Company has not received notice of any claim
being made or brought, or to the Knowledge of the Company, being threatened,
against the Company or its Subsidiaries regarding (i) its Intellectual Property
Rights, or (ii) that the products or services of the Company or its Subsidiaries
infringe the Intellectual Property Rights of others.  The Company is
not aware of any facts or circumstances which might give rise to any of the
foregoing claims.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (w)          Environmental
Laws.  The Company and its Subsidiaries (i) are in compliance
with any and all Environmental Laws (as hereinafter defined), (ii) have received
all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or approval
where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so
comply could be reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect.  The term “Environmental Laws” means all
federal, state, local or foreign laws relating to pollution or protection of
human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata), including,
without limitation, laws relating to emissions, discharges, releases or
threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all
authorizations, codes, decrees, demands or demand letters, injunctions,
judgments, licenses, notices or notice letters, orders, permits, plans or
regulations issued, entered, promulgated or approved thereunder.

     

    (x)           Subsidiary
Rights.  The Company and each of its Subsidiaries has the
unrestricted right to vote, and (subject to limitations imposed by applicable
law) to receive dividends and distributions on, all capital securities of its
Subsidiaries as owned by the Company or each such Subsidiary.

     

    (y)           Tax
Status.  The Company and each of its Subsidiaries (i) has made
or filed all foreign, federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are
material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and (iii) has set aside
on its books provision reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply.  There are no unpaid taxes in any material amount claimed to be
due by the taxing authority of any jurisdiction, and the officers of the Company
know of no reasonable basis for any such claim.

     

    (z)           Internal Accounting and
Disclosure Controls.  The Company and each of its Subsidiaries
maintain in all material respects a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset and liability
accountability, (iii) access to assets or incurrence of liabilities is permitted
only in accordance with management’s general or specific authorization and (iv)
the recorded accountability for assets and liabilities is compared with the
existing assets and liabilities at reasonable intervals and appropriate action
is taken with respect to any difference.  The Company maintains in all
material respects disclosure controls and procedures (as such term is defined in
Rule 13a-14 under the 1934 Act) that are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the 1934 Act is recorded, processed, summarized and reported, within the
time periods specified in the rules and forms of the SEC, including, without
limitation, controls and procedures designed in to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the 1934 Act is accumulated and communicated to the Company’s management,
including its principal executive officer or officers and its principal
financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure.  During the twelve months prior to the
date hereof, neither the Company nor any of its Subsidiaries have received any
notice or correspondence from any accountant relating to any material weakness
in any part of the system of internal accounting controls of the Company or any
of its Subsidiaries.

     

    
      
         


      

      
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    (aa)         Off Balance Sheet
Arrangements.  There is no transaction, arrangement, or other
relationship between the Company and an unconsolidated or other off-balance
sheet entity that is required to be disclosed by the Company in the SEC
Documents and is not so disclosed and that otherwise would be reasonably likely
to have a Material Adverse Effect.

     

    (bb)        Investment Company
Status.  The Company is not, and upon consummation of the sale
of the Common Shares will not be, an “investment company,” a company controlled
by an “investment company” or an “affiliated person” of, or “promoter” or
“principal underwriter” for, an “investment company,” as such terms are defined
in the Investment Company Act of  1940, as amended.

     

    (cc)         Form S-3
Eligibility.  The Company is eligible to register the Common
Shares for resale by the Buyers using Form S-3 promulgated under the 1933
Act.

     

    (dd)        Transfer
Taxes.  On the Closing Date, all stock transfer or other taxes
(other than income or similar taxes) which are required to be paid in connection
with the sale and transfer of the Common Shares to be sold to each Buyer
hereunder will be, or will have been, fully paid or provided for by the Company,
and all U.S. laws imposing such taxes will be or will have been complied
with.

     

    (ee)         Manipulation of
Price.  The Company has not, and to its Knowledge, no one
acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Common
Shares, or (ii) sold, bid for, purchased, or paid any compensation for
soliciting purchases of, any of the Common Shares.

     

    (ff)          Disclosure.  The
Company confirms that neither it nor any Person acting on its behalf has
provided any of the Buyers or their respective agents or counsel with any
information that constitutes material, nonpublic information.  The
Company understands and confirms that each of the Buyers will rely on the
foregoing representations in effecting transactions in securities of the
Company.  All disclosure provided to the Buyers regarding the Company,
its business and the transactions contemplated hereby, furnished by or on behalf
of the Company, when taken as a whole, together with all other information
provided or available in the SEC Documents, does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.

     

    
      
         


      

      
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    (gg)        Patriot
Act/OFAC.  To the Company’s Knowledge, neither the Company nor
any of its Subsidiaries (i) is a Person whose property or interest in property
is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
(2001)) (“Executive Order
13224”), (ii) engages in any dealings or transactions prohibited by
Section 2 of such Executive Order 13224, or is otherwise associated with any
such Person in any manner violative of Section 2 of Executive Order 13224, (iii)
is a Person on the Specially Designated Nationals and Blocked Persons List
administered by the U.S. Department of the Treasury’s Office Foreign Assets
Control (“OFAC”), or
(iv) has failed to comply, in any material respects, with the (a) Trading with
the Enemy Act, as amended, and each of the rules, regulations and Executive
Orders administered by OFAC (including but not limited to 31 CFR, Subtitle B,
Chapter V, as amended) and any other enabling legislation or executive order
relating thereto, and (b) Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism.

     

    (hh)        Client
Transferability.  The Company acknowledges that BlackRock
Investment Management (UK) Limited (“BIM (UK)”) is purchasing the
Common Shares on behalf of a number of underlying beneficial owners who have
each appointed BIM (UK) to manage their assets under a discretionary investment
management agreement (“Clients”).  Investments
made by accounts under management by BIM (UK) will be held in the name of BIM
(UK)’s nominee company.  Each of the Clients has different investment
objectives and as a result from time to time BIM (UK) may reallocate its
holdings of Common Shares to different Clients subject to the requirements of
applicable securities laws.  The Company acknowledges that any such
reallocation of Common Shares to different Clients does not breach any
restriction on resale or transfer of shares contained in the Company’s
Certificate of Incorporation, as amended, and Bylaws such reallocation being
subject to the requirements of any applicable securities laws.

     

    
      	
               
      

            	
              4.

            	
              COVENANTS.

            


    

     

    (a)           Efforts.  Each
party shall use its commercially reasonable efforts timely to satisfy each of
the conditions to be satisfied by it as provided in Sections 5 and 6 of this
Agreement.

     

    (b)           Form D and Blue
Sky.  The Company agrees to file a Form D with respect to the
Common Shares as required under Regulation D.  The Company, on or
before the Closing Date, shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for or to qualify the
Common Shares for sale to the Buyers at the Closing pursuant to this Agreement
under applicable securities or “Blue Sky” laws of the states of the United
States (or to obtain an exemption from such qualification), and shall provide
evidence of any such action so taken to the Buyers on or prior to the Closing
Date as the Buyers may reasonably request.  The Company shall make all
filings and reports relating to the offer and sale of the Common Shares required
under applicable securities or “Blue Sky” laws of the states of the United
States following the Closing Date.

     

    
      
         


      

      
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    (c)           Reporting
Status.  Until the date on which the Investors (as defined in
the Registration Rights Agreement) shall have sold all the Common Shares (the
“Reporting Period”), the
Company shall timely file all reports required to be filed with the SEC pursuant
to the 1934 Act, and the Company shall not voluntarily terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or
the rules and regulations thereunder would otherwise permit such
termination.

     

    (d)           Use of
Proceeds.  The Company will use the proceeds from the sale of
the Common Shares for general corporate purposes, and not for redemption or
repurchase of any of its or its Subsidiaries’ equity securities.  No
part of the proceeds from the sale of the Common Shares hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System (the “Board”) (12 CFR 207), or for
the purpose of buying or carrying or trading in any securities under such
circumstances as to involve the Company in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a violation of
Regulation T of said Board (12 CFR 220). As used in this Section, the terms
“margin stock” and
“purpose of buying or
carrying” shall have the meanings assigned to them in said Regulation U.
No part of the proceeds from the sale of the Common Shares will be used,
directly or indirectly, for any payments to: (a) any person, entity or country
on the SDN List or the Blocked Persons List administered by the OFAC and/or any
other similar lists administered by OFAC pursuant to any authorizing statute,
Executive Order or regulation; (b) the government of any country currently
subject to an OFAC sanctions program; or (c) any governmental official or
employee, political party, official of a political party, candidate for
political office, anyone else acting in an official capacity, or any agent of
any such individual or entity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended.

     

    (e)           Financial
Information.  The Company agrees to send the following to each
Investor (as defined in the Registration Rights Agreement) during the Reporting
Period unless the following are filed with the SEC through EDGAR and are
available to the public through the EDGAR system: (i) within five “Business
Days” (as defined below) after the filing thereof with the SEC, a copy of its
Annual Reports and Quarterly Reports on Form 10-K, or 10-Q, any Current Reports
on Form 8-K and any registration statements (other than on Form S-8) or
amendments thereto filed pursuant to the 1933 Act and  (ii) copies of
any notices and other information made available or given to the stockholders of
the Company generally, substantially contemporaneously with the making available
or giving thereof to its stockholders.  As used herein, “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in Houston,
Texas are authorized or required by law to remain closed.

     

    (f)           Listing.  The
Company shall secure the listing of all of the Registrable Securities (as
defined in the Registration Rights Agreement) upon the NYSE Amex prior to
Closing and shall maintain such listing of all Registrable Securities from time
to time issuable under the terms of the Transaction Documents.  The
Company shall use its commercially reasonable efforts to maintain the Common
Stock’s authorization for quotation on the Principal Market.  The
Company shall pay all fees and expenses in connection with satisfying its
obligations under this Section 4(f).

     

    
      
         


      

      
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    (g)           Fees.  The
Company shall be responsible for the payment of any fees associated with the
private placement of the Common Stock pursuant to this Agreement (other than
fees or commissions of Persons engaged by any Buyer or any Buyer’s investment
advisor) relating to or arising out of the transactions contemplated hereby,
including, without limitation, the reasonable costs and expenses of the Buyer’s
legal counsel.  The Company shall pay, and hold each Buyer harmless
against, any liability, loss or expense (including, without limitation,
reasonable attorney’s fees and out-of-pocket expenses) arising in connection
with any claim relating to any such payment.  Except as set forth
herein or as otherwise set forth in the Transaction Documents, each party to
this Agreement shall bear its own expenses in connection with the sale of the
Common Shares to the Buyers.

     

    (h)           Disclosure of Transactions
and Other Material Information.  On or before 9:30 a.m.,
Houston, Texas time, on the first Business Day following the date of this
Agreement, the Company shall issue a press release and file a Current Report on
Form 8-K describing the terms of the transactions contemplated by the
Transaction Documents in the form required by the 1934 Act and attaching the
Registration Rights Agreement as an exhibit to such filing (including all
attachments, the “8-K
Filing”).  From and after the filing of the 8-K Filing with the
SEC, no Buyer shall be in possession of any material, nonpublic information
received from the Company, any of its Subsidiaries or any of their respective
officers, directors, employees or agents, that is not disclosed in the 8-K
Filing.  The Company shall not, and shall cause each of its
Subsidiaries and its and each of their respective officers, directors, employees
and agents, not to, provide any Buyer with any material, nonpublic information
regarding the Company or any of its Subsidiaries from and after the filing of
the 8-K Filing with the SEC without the express written consent of such
Buyer.  Subject to the foregoing, neither the Company, its
Subsidiaries nor any Buyer shall issue any press releases or any other public
statements with respect to the transactions contemplated hereby; provided,
however, that (A) the Company shall be entitled, without the prior approval of
any Buyer, to make any press release or other public disclosure with respect to
such transactions (i) in substantial conformity with the 8-K Filing and
contemporaneously therewith and (ii) as is required by applicable law and
regulations (provided that in the case of clause (i) each Buyer shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release) and (B) such Buyer shall be entitled,
without the prior approval of the Company, to make any public filings required
by applicable law or regulation.  Without the prior written consent of
any applicable Buyer, neither the Company nor any of its Subsidiaries or
affiliates shall disclose the name of such Buyer in any filing, announcement,
release or otherwise other than in connection with the Registration Statement,
as contemplated pursuant to the Registration Rights Agreement, unless such
disclosure is required by law, regulation or the Principal Market.

     

    (i)        
   Legend
Removal.  On the six month anniversary of the closing date, the
Company shall issue a certificate without the legend included in Section 2(g)
upon the request of such holder and consistent with and pursuant to the
requirements of Rule 144.

     

    
      	
               
      

            	
              5.

            	
              CONDITIONS TO THE
      COMPANY’S OBLIGATION TO
SELL.

            


    

     

    The
obligation of the Company hereunder to issue and sell the Common Shares to each
Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are
for the Company’s sole benefit and may be waived by the Company at any time in
its sole discretion by providing each Buyer with prior written notice
thereof:

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    (i)           Each
Buyer shall have executed each of the Transaction Documents to which it is a
party and delivered the same to the Company.

     

    (ii)          Such
Buyer and each other Buyer shall have delivered to the Company the Purchase
Price for the Common Shares being purchased by such Buyer and each other Buyer
at the Closing by wire transfer of immediately available funds pursuant to the
wire instructions provided by the Company.

     

    (iii)         The
representations and warranties of each Buyer shall be true and correct in all
material respects (except for those representations and warranties that are
qualified by materiality or Material Adverse Effect, which shall be true and
correct in all respects) as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date, which shall be true and correct as of such specified
date), and each Buyer shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by each Buyer at or prior
to the Closing Date.

     

    
      	
               
      

            	
              6.

            	
              CONDITIONS TO EACH
      BUYER’S OBLIGATION TO
PURCHASE.

            


    

     

    The
obligation of each Buyer hereunder to purchase the Common Shares at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for each Buyer’s sole
benefit and may be waived by such Buyer at any time in its sole discretion by
providing the Company with prior written notice thereof:

     

    (i)           The
Company shall have duly executed and delivered to such Buyer (i) each of the
Transaction Documents and (ii) the Common Shares (in such amounts as such Buyer
shall request) being purchased by such Buyer at the Closing pursuant to this
Agreement.

     

    (ii)          Such
Buyer shall have received an opinion of Patton Boggs LLP, special counsel for
the Company, dated the Closing Date, in substantially the form of Exhibit B attached
hereto.

     

    (iii)         The
Company shall have delivered to such Buyer a certificate evidencing the
incorporation and good standing of the Company and certificates of the Secretary
of State of the state or jurisdiction of incorporation, formation or
organization of each of the Company’s significant subsidiaries (as such term is
defined in Rule 1-02 of Regulation S-X) incorporated, formed or organized in the
United States certifying the due incorporation, formation or organization and
the good standing of such entities as of a date within ten (10) Business Days of
the Closing Date.

     

    (iv)        The
Common Stock (I) shall be listed on the Principal Market and (II) shall not have
been suspended, as of the Closing Date, by the SEC or the Principal Market from
trading on the Principal Market nor shall suspension by the SEC or the Principal
Market have been threatened, as of the Closing Date, either (A) in writing by
the SEC or the Principal Market or (B) by falling below the minimum listing
maintenance requirements of the Principal Market.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (v)         The
Company shall have delivered to such Buyer a certificate, executed by the
Secretary of the Company and dated as of the Closing Date, as to (i) the
resolutions consistent with Section 3(b) as adopted by the Company’s Board of
Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of
Incorporation, as amended, and (iii) the Bylaws, as amended, each as in effect
at the Closing, in the form attached hereto as Exhibit
C.

     

    (vi)        The
representations and warranties of the Company shall be true and correct in all
material respects (except for those representations and warranties that are
qualified by materiality or Material Adverse Effect, which shall be true and
correct in all respects) as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date, which shall be true and correct as of such specified
date) and the Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company
at or prior to the Closing Date.  Such Buyer shall have received a
certificate, executed by the Chief Executive Officer of the Company, dated as of
the Closing Date, to the foregoing effect in the form attached hereto as Exhibit
D.

     

    (vii)       The
Company shall have delivered to such Buyer a letter from the Company’s transfer
agent certifying the number of shares of Common Stock outstanding as of a date
within five days of the Closing Date.

     

    (viii)      The
Company shall have obtained all governmental, regulatory or third party consents
and approvals, if any, necessary for the sale of the Common Shares.

     

    (ix)         The
Common Shares to be delivered on the Closing Date to such Buyer shall have been
approved for listing on the NYSE Amex, subject to official notice of
issuance.

     

    (x)          The
Company shall have delivered to such Buyer such other documents relating to the
transactions contemplated by this Agreement as such Buyer or its counsel may
reasonably request.

     

    7.         
  TERMINATION.  In
the event that the Closing shall not have occurred with respect to a Buyer on or
before five Business Days from the date hereof due to the Company’s or such
Buyer’s failure to satisfy the conditions set forth in Sections 5 and 6 above
(and the nonbreaching party’s failure to waive such unsatisfied condition(s)),
the nonbreaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party other than for breach of this
Agreement prior to its termination.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.

            	
              MISCELLANEOUS.

            


    

     

    (a)           Governing Law; Jurisdiction;
Jury Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of Texas, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    (b)           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile signature.

     

    (c)           Headings.  The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     

    (d)           Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

     

    (e)           Entire Agreement;
Amendments.  This Agreement and the other Transaction Documents
supersede all other prior oral or written agreements between the Buyers, the
Company, their affiliates and Persons acting on their behalf with respect to the
matters discussed herein, and this Agreement, the other Transaction Documents
and the instruments referenced herein and therein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor any Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters.  No provision of this
Agreement may be amended other than by an instrument in writing signed by the
Company and the Buyers listed on the Schedule of Buyers as being obligated to
purchase 100% of the amount of the Common Shares to be sold
hereunder.  No provision hereof may be waived other than by an
instrument in writing signed by the party against whom enforcement is
sought.  No such amendment shall be effective to the extent that it
applies to less than all of the holders of the Common Shares then
outstanding.  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 the
Transaction Documents unless the same consideration also is offered to all of
the parties to the Transaction Documents or holders of Common Shares as the case
may be.  The Company has not, directly or indirectly, made any
agreements with any Buyers relating to the terms or conditions of the
transactions contemplated by the Transaction Documents except as set forth in
the Transaction Documents.  Without limiting the foregoing, the
Company confirms that, except as set forth in this Agreement, no Buyer has made
any commitment or promise or has any other obligation to provide any financing
to the Company or otherwise.

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (f)           Notices.  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 confirmation of transmission
is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with an overnight courier
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:

     

    Hyperdynamics
Corporation

    12012
Wickchester Lane, Suite 475

    Houston,
TX 77079

    
      	 	
              Telephone:

            	
              (713)
      353-9400

            


    

    
      	 	
              Facsimile:

            	
              (713)
      353-9421

            


    

    Attention:  Paolo
Amoruso, Esq.

    


    with a
copy to:

     

    Patton
Boggs LLP

    1801
California Street, Suite 4900

    Denver,
Colorado  80202

    
      	 	
              Telephone:

            	
              (303)
      894-6169

            


    

    
      	 	
              Facsimile:

            	
              (303)894-9239

            


    

    
      	 	
              Attention:

            	
              Robert
      M. Bearman, Esq.

            


    

     

    If to a
Buyer, to its address and facsimile number set forth on the Schedule of Buyers,
with copies to such Buyer’s representatives as set forth on the Schedule of
Buyers, or to such other address and/or facsimile number and/or to the attention
of such other Person as the recipient party has specified by written notice
given to each other party five (5) days prior to the effectiveness of such
change.  Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iii) above,
respectively.

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (g)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, including
any purchasers of the Common Shares.  The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the holders of 100% of the aggregate number of Common Shares issued
and issuable hereunder.  A Buyer may not assign all or any portion of
its rights under this Agreement or the other Transaction Documents without the
prior written consent of the Company, provided, however, that a Buyer
shall be permitted to assign its rights, in whole or in part, under this
Agreement and the other Transaction Documents to any affiliate of such Buyer or
any investment fund under common management who meets the suitability
requirements set forth in this Agreement and who agrees in writing to be
irrevocably bound by the terms of this Agreement and the other Transaction
Documents.

     

    (h)           No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.

     

    (i)           Survival.  Unless
this Agreement is terminated under Section 7, the representations and warranties
of the Company and the Buyers contained in Sections 2 and 3 shall survive the
Closing and the agreements and covenants set forth in Sections 4 and 8 shall
survive the Closing until fully performed by the applicable
party.  Each Buyer shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.

     

    (j)           Further
Assurances.  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
any 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.

     

    (k)           Indemnification.

     

    (i)           In
consideration of each Buyer’s execution and delivery of the Transaction
Documents and acquiring the Common Shares thereunder and in addition to all of
the Company’s other obligations under the Transaction Documents, the Company
shall defend, protect, indemnify and hold harmless each Buyer and each other
holder of the Common Shares and all of their stockholders, partners, members,
officers, directors, employees and direct or indirect investors and any of the
foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby or (c) any cause of action, suit or claim brought
or made against such Indemnitee by a third party (including for these purposes a
derivative action brought on behalf of the Company) and arising out of or
resulting from (i) the execution, delivery, performance or enforcement of the
Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, (ii) any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of the issuance
of the Common Shares, or (iii) the status of such Buyer or holder of the Common
Shares as an investor in the Company.  To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable
law.  Except as otherwise set forth herein, the mechanics and
procedures with respect to the rights and obligations under this Section 9(k)
shall be the same as those set forth in Section 6 of the Registration Rights
Agreement.

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    (l)        
   No
Strict Construction.  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.

     

    (m)           Remedies.  Each
Buyer and each holder of the Common Shares shall have all rights and remedies
set forth in the Transaction Documents and all rights and remedies which such
holders have been granted at any time under any other agreement or contract and
all of the rights which such holders have under any law.  Any Person
having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to
recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law.  Furthermore, the Company
recognizes that in the event that it fails to perform, observe, or discharge any
or all of its obligations under the Transaction Documents, any remedy at law may
prove to be inadequate relief to the Buyers.  The Company therefore
agrees that the Buyers shall be entitled to seek temporary and permanent
injunctive relief in any such case without the necessity of proving actual
damages and without posting a bond or other security.

     

    (n)           Payment Set
Aside.  To the extent that the Company makes a payment or
payments to the Buyers hereunder or pursuant to any of the other Transaction
Documents or the Buyers enforce or exercise their rights hereunder or
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other Person under any law (including, without limitation, any
bankruptcy law, foreign, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    (o)           Independent Nature of
Buyers’ Obligations and Rights.  The obligations of each Buyer
under any Transaction Document are several and not joint with the obligations of
any other Buyer, and no Buyer shall be responsible in any way for the
performance of the obligations of any other Buyer under any Transaction
Document.  Nothing contained herein or in any other Transaction
Document, and no action taken by any Buyer pursuant hereto or thereto, shall be
deemed to constitute the Buyers as, and the Company acknowledges that the Buyers
do not so constitute, a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Buyers are in any way
acting in concert or as a group, and the Company will not assert any such claim
with respect to such obligations or the transactions contemplated by the
Transaction Documents and the Company acknowledges that the Buyers are not
acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents.  The Company
acknowledges and each Buyer confirms that it has independently participated in
the negotiation of the transaction contemplated hereby with the advice of its
own counsel and advisors (or has had the opportunity to seek advice from its own
counsel and advisors).  Each Buyer shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights
arising out of this Agreement or out of any other Transaction Documents, and it
shall not be necessary for any other Buyer to be joined as an additional party
in any proceeding for such purpose.

     

    (p)           Currency.  As
used herein, “Dollar,” “US Dollar” and “$” each mean the lawful money of the
United States.

     

    [Signature
Page Follows]

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    
      IN WITNESS WHEREOF, the
parties have executed this Stock Purchase Agreement as of the date first written
above.

       

      
        
          	 
      	
                  [INSERT
      NAME OF BUYER (THAT IS AN

                  ENTITY)]

                
	 
      	 
      
	 
      	
                  By:

                	
                     

                
	 
      	 
      	 
      
	 
      	 
      	
                  Name (printed):

                	
                     

                
	
                    

                	
                    

                	
                    

                	
                    

                
	
                    

                	
                    

                	
                  Title:

                	
                     

                
	
                    

                	
                    

                	
                    

                	
                    

                
	
                    

                	
                    

                	
                  Address:

                	
                     

                
	
                    

                	
                    

                	
                    

                	
                     

                
	
                    

                	
                    

                	
                    

                	
                     

                
	
                    

                	
                    

                	
                    

                
	
                    

                	
                    

                	
                  Number of Common Shares:

                	
                     

                
	
                    

                	
                    

                	
                    

                	
                    

                
	
                    

                	
                    

                	
                  Aggregate purchase price: $

                	
                     

                
	
                    

                	
                    

                	
                    

                
	
                    

                	
                    

                	
                  Tax ID No.:

                	
                     

                
	
                    

                	
                    

                	
                    

                	
                    

                
	
                    

                	
                    

                	
                  Contact Name:

                	
                     

                
	
                    

                	
                    

                	
                    

                	 
      
	 
      	 
      	
                  Telephone:

                	
                     

                
	 
      	 
      	 
      
	 
      	 
      	
                  Name
      in which the Common Shares should be registered (if
      different):

                
	 
      	 
      	
                     

                
	 
      	 
      	 
      
	 
      	 
      	
                  Relationship
      between the Buyer and the person or entity in whose name the Common Shares
      should be registered (if different):

                
	 
      	 
      	
                     

                
	 
      	 
      
	
                  Agreed
      to and Accepted by:

                	 
      
	 
      	 
      
	
                  HYPERDYNAMICS
      CORPORATON

                	 
      
	 
      	 
      
	
                  By:

                	
                     

                	 
      
	
                  Name:

                	 
      	 
      
	
                  Title:

                	 
      	 
      


        

      

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties have executed this Stock Purchase Agreement as of the date first written
above.

        

        	 
      	
                Signature:

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                Name (printed):

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                Address:

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                  

              
	
                  

              	
                Number of Common Shares:

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                Aggregate purchase price: $

              	
                  

              
	
                  

              	
                  

              
	
                  

              	
                Tax ID No./SSN:

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                Contact Name:

              	
                  

              
	
                  

              	
                  

              	
                  

              
	
                  

              	
                Telephone:

              	
                  

              
	 
      	 
      
	 
      	
                Name
      in which the Common Shares should be registered (if
      different):

              
	 
      	
                  

              
	 
      	 
      
	 
      	
                Relationship
      between the Buyer and the person or entity in whose name the Common Shares
      should be registered (if different):

              
	 
      	
                  

              
	 
      	 
      
	
                Agreed
      to and Accepted by:

              	 
      
	 
      	 
      
	
                HYPERDYNAMICS
      CORPORATON

              	 
      
	 
      	 
      
	
                By:

              	
                  

              	 
      
	
                Name:

              	 
      	 
      
	
                Title:

              	 
      	 
      


      

       

      
        
           


        

        
          27