Execution
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    REGISTRATION
RIGHTS AGREEMENT

     

    REGISTRATION RIGHTS AGREEMENT
(this “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
undersigned buyers (each, a “Buyer,” and collectively, the
“Buyers”).

     

    WHEREAS:

     

    A.          In
connection with the Stock Purchase Agreement by and among the parties hereto of
even date herewith (the “Stock
Purchase Agreement”), the Company has agreed, upon the terms and subject
to the conditions of the Stock Purchase Agreement, to issue and sell on the date
hereof to each Buyer shares (the “Common Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”).

     

    B.           To
induce the Buyers to execute and deliver the Stock Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “1933 Act”), and applicable
state securities laws.

     

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

     

    1.      Definitions.

     

    Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Stock Purchase Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

     

    a.      “Affiliate” of the Company
means any Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company.

     

    b.      “Business Day” means any day
other than Saturday, Sunday or any other day on which commercial banks in the
City of Houston are authorized or required by law to remain closed.

     

    c.      “Closing Date” shall have the
meaning set forth in the Stock Purchase Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d.      “Delay Period” means, with
respect to any obligation to keep any Registration Statement or prospectus
contained therein usable for resales pursuant to Section 3, the shortest period
of time determined in good faith by the Company to be necessary for such purpose
when there exist circumstances relating to a material pending development,
including but not limited to, a pending or contemplated material acquisition or
merger or other material transaction or similar event, which would require
disclosure by the Company in such Registration Statement or the prospectus
contained therein of material information which the Company determines in good
faith that it has a bona
fide business purpose for keeping confidential and non-public, and the
non-disclosure of which in such Registration Statement or prospectus contained
therein might cause such Registration Statement or prospectus contained therein
to fail to comply with applicable disclosure requirements. 

     

    e.      “Effective Date” means the date
the Registration Statement has been declared effective by the SEC.

     

    f.      “Effectiveness Deadline” means,
with respect to the initial Registration Statement required to be filed
hereunder, the earlier of: (i) the date that is 120 days after the Final
Closing; and (ii) the 5th trading
day following the date on which the Company is notified by the SEC that the
Registration Statement will not be reviewed or is no longer subject to further
comments and review.

     

    g.      “Filing Deadline” means the
date that is 30 days after the Final Closing.

     

    h.      “Final Closing” means the last
day on which the Company issues Common Shares pursuant to the Stock Purchase
Agreement.

     

    i.    
  “Investor”
means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its
rights under this Agreement and who agrees to become irrevocably and
unconditionally bound by the provisions of this Agreement in accordance with
Section 9 and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become
irrevocably and unconditionally bound by the provisions of this Agreement in
accordance with Section 9.

     

    j.     
 “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.

     

    k.      “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration
Statements in material compliance with the 1933 Act and pursuant to Rule 415 and
the declaration or ordering of effectiveness of such Registration Statement(s)
by the SEC.

     

    l.     
 “Registrable
Securities” means (i) the Common Shares and (ii) any shares of capital
stock issued or issuable with respect to the Common Shares as a result of any
stock split, stock dividend, recapitalization, exchange or similar event or
otherwise; provided, however, that any
Common Shares deemed to be Registrable Securities shall cease to be, or cease to
be deemed, Registrable Securities at such date that such Common Shares shall be
eligible for resale or transfer without further restriction pursuant to Rule 144
(or any successor thereto) under the 1933 Act.

     

    
      
         


      

      
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    m.     “Registration Statement” means
a registration statement or registration statements of the Company filed under
the 1933 Act covering the Registrable Securities.

     

    n.      “Required Holders” means the
holders of at least 100% of the Registrable Securities.

     

    o.      “Required Registration Amount”
for the Registration Statement means the number of Common Shares issued pursuant
to the Stock Purchase Agreement.

     

    p.      “Rule 415” means Rule 415
promulgated under the 1933 Act or any successor rule providing for offering
securities on a continuous or delayed basis.

     

    q.      “SEC” means the United States
Securities and Exchange Commission.

     

    2.      Registration.

     

    a.      Mandatory
Registration.  The Company shall use commercially reasonable
efforts to prepare, and, as soon as practicable but in no event later than the
Filing Deadline, file with the SEC the Registration Statement on Form S-3
(except if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, in which case, the Registration Statement
shall be on another appropriate form in accordance herewith), the resale of at least
the number of shares of Common Stock equal to the Required Registration Amount
determined as of date the Registration Statement is initially filed with the
SEC.  The Registration Statement shall contain (except if otherwise
directed by the Required Holders) the “Selling Stockholders”
and “Plan of
Distribution” sections in substantially the form attached hereto as Exhibit
B.  The Company shall use its commercially reasonable efforts
to have the Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Effectiveness
Deadline.  By 9:30 am on the second Business Day following the
Effective Date, the Company shall file with the SEC in accordance with Rule 424
under the 1933 Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement.

     

    b.      Legal
Counsel.  The Required Holders shall have the right to select
one legal counsel to review and oversee any registration pursuant to this
Section 2 (“Legal
Counsel”) and the Company shall pay the reasonable costs and expenses of
the Legal Counsel.  The Company and Legal Counsel shall reasonably
cooperate with each other in performing the Company’s obligations under this
Agreement.

     

    c.      Ineligibility for Form
S-3.  In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company
shall undertake to register the Registrable Securities on Form S-3 as soon as
reasonably practicable after such form is available, provided that the Company
shall use its commercially reasonable efforts to maintain the effectiveness of
the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared
effective by the SEC.

     

    
      
         


      

      
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    d.      Effect of Failure to File
and Obtain and Maintain Effectiveness of Registration
Statement.  If (i) a Registration Statement covering all of the
Registrable Securities required to be covered thereby and required to be filed
by the Company pursuant to this Agreement is (A) not filed with the SEC on or
before the Filing Deadline (a “Filing Failure”) or (B) not
declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or
(ii) on any day after the Effective Date sales of all of the Registrable
Securities required to be included on such Registration Statement cannot be made
(other than during a Delay Period in compliance with Section 3(n)) pursuant to
such Registration Statement (including, without limitation, because of a failure
to keep such Registration Statement effective, to disclose such information as
is necessary for sales to be made pursuant to such Registration Statement or to
register a sufficient number of shares of Common Stock) (a “Maintenance Failure”) then, as
partial relief for the damages to any holder by reason of any such delay in or
reduction of its ability to sell the underlying shares of Common Stock (which
remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall pay to each holder of Registrable Securities relating
to such Registration Statement an amount in cash equal to one percent (1.00%) of
the aggregate Purchase Price (as such term is defined in the Stock Purchase
Agreement) of such Investor’s Registrable Securities included in such
Registration Statement on each of the following dates: (i) the day of a Filing
Failure and on every thirtieth day (pro rated for periods totaling less than
thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of
an Effectiveness Failure and on every thirtieth day (pro rated for periods
totaling less than thirty (30) days) thereafter until such Effectiveness Failure
is cured; and (iii) the initial day of a Maintenance Failure and on every
thirtieth day (pro rated for periods totaling less than thirty (30) days)
thereafter until such Maintenance Failure is cured.  The payments to
which a holder shall be entitled pursuant to this Section 2(d) are referred to
herein as “Registration Delay
Payments.”  Registration Delay Payments shall be paid on the
earlier of (I) the last day of the calendar month during which such Registration
Delay Payments are incurred and (II) the third Business Day after the event or
failure giving rise to the Registration Delay Payments is cured.  In
the event the Company fails to make Registration Delay Payments in a timely
manner, such Registration Delay Payments shall bear interest at the rate of 0.50
percent (0.50%) per month (prorated for partial months) until paid in
full.  Notwithstanding anything herein or in the Stock Purchase
Agreement to the contrary, in no event shall the aggregate amount of
Registration Delay Payments exceed, in the aggregate, ten percent (10.00%) of
the aggregate Purchase Price of the Common Shares.

     

    3.      Related
Obligations.

     

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

     

    
      
         


      

      
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    a.      The
Company shall submit to the SEC, within five (5) Business Days after the Company
learns that no review of a particular Registration Statement will be made by the
staff of the SEC or that the staff has no further comments on a particular
Registration Statement, as the case may be, a request for acceleration of
effectiveness of such Registration Statement to a time and date not later than
48 hours after the submission of such request, unless the Company determines, in
its sole discretion that, notwithstanding such clearance, it is required to
amend the Registration Statement under the rules and regulations under the 1933
Act, in which case the Company will use its commercially reasonable efforts to
amend the Registration Statement as promptly as practicable, address any
comments the staff may have with respect to the amended Registration Statement
and request acceleration of the Registration Statement within five (5) Business
Days after it learns that the staff has no further comments.  The
Company shall keep each Registration Statement effective pursuant to Rule 415 at
all times until the earlier of (i) the date as of which the Investors may sell
all of the Registrable Securities covered by such Registration Statement without
restriction pursuant to Rule 144 (or any successor thereto) promulgated under
the 1933 Act or (ii) the date on which the Investors shall have sold all of the
Registrable Securities covered by such Registration Statement (the “Registration
Period”).  The Company shall ensure that each Registration
Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein (in the case of prospectuses, in the light of the
circumstances in which they were made) not misleading.

     

    b.      The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
reasonably necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply in all material
respects with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement.  In the
case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K,
or any analogous report under the Securities Exchange Act of 1934, as amended
(the “1934 Act”), the
Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement such Registration
Statement.

     

    c.      The
Company shall permit Legal Counsel to review and comment upon (i) a Registration
Statement at least four Business Days prior to its filing with the SEC and (ii)
all amendments and supplements to all Registration Statements (except for Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and any similar or successor reports).  Unless otherwise publicly
available through the EDGAR database, the Company shall furnish to Legal
Counsel, (i) copies of any correspondence from the SEC or the staff of the SEC
to the Company or its representatives relating to any Registration Statement,
(ii) promptly after the same is prepared and filed with the SEC, one copy of any
Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the effectiveness of
any Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements
thereto.  The Company shall reasonably cooperate with Legal Counsel in
performing the Company’s obligations pursuant to this Section 3.

     

    
      
         


      

      
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    d.      Unless
otherwise publicly available through the EDGAR database, the Company shall
furnish to each Investor whose Registrable Securities are included in any
Registration Statement, (i) promptly after the same is prepared and filed with
the SEC, at least one copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents
incorporated therein by reference, if requested by an Investor, all exhibits and
each preliminary prospectus, (ii) upon the effectiveness of any Registration
Statement, one copy of the prospectus included in such Registration Statement
and all amendments and supplements thereto (or such other number of copies as
such Investor may reasonably request) and (iii) such other documents, including
copies of any preliminary or final prospectus, as such Investor may reasonably
request from time to time in order to facilitate the disposition of the
Registrable Securities owned by such Investor.

     

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

     

    f.      The
Company shall notify Legal Counsel and each Investor in writing of the happening
of any event, as promptly as reasonably practicable after becoming aware of such
event, as a result of which the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
unless otherwise publicly available through the EDGAR database, deliver one copy
of such supplement or amendment to Legal Counsel and each Investor (or such
other number of copies as Legal Counsel or such Investor may reasonably
request).  The Company shall also as promptly as reasonably
practicable notify Legal Counsel and each Investor in writing (i) when a
prospectus or any prospectus supplement, other than a prospectus supplement
filed solely to identify a new selling securityholder, or post-effective
amendment has been filed, and when a Registration Statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and each Investor by facsimile
on the same day of such effectiveness and by overnight mail), (ii) of any
request by the SEC for amendments or supplements to a Registration Statement or
related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.

     

    
      
         


      

      
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    g.      The
Company shall use its commercially reasonable efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension as promptly as reasonably
practicable and to notify Legal Counsel and each Investor who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.

     

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

     

    i.      The
Company shall use its commercially reasonable efforts to cause all of the
Registrable Securities covered by a Registration Statement to be listed on the
NYSE Amex securities exchange.  The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section
3(i).

     

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

     

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

     

    
      
         


      

      
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    l.  
    The Company shall otherwise use its commercially
reasonable efforts to comply in all material respects with all applicable rules
and regulations of the SEC in connection with any registration
hereunder.

     

    m.     Within
three (3) Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to Legal Counsel on behalf of the Investors
whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit
A.

     

    n.     Effectiveness Requirement;
Delay Period.

     

     (1) Effectiveness
Requirement.  The Company agrees to use its commercially
reasonable efforts to keep each Registration Statement continuously effective
and the prospectus included in such Registration Statement usable for resales
for a period commencing on the date that such Registration Statement is
initially declared effective by the SEC and terminating on the date when all of
the Registrable Securities covered by such Registration Statement have been sold
pursuant to such Registration Statement or cease to be Registrable Securities
(the “Effectiveness
Period”); provided, however, that the Company shall be permitted to
suspend the sales of Registrable Securities during any Delay
Period.

     

     (2) Delay Period.  A Delay Period shall
commence on and include the date that the Company gives written notice (a “Delay Notice”) to the
Investors that such Registration Statement or any prospectus contained therein
is no longer usable as a result of a material pending development and shall end
on the date when the Investors are advised in writing by the Company that the
current Delay Period has terminated (it being understood that the Company shall
provide such notice to all Investors promptly upon making the determination that
the Delay Period has ended); provided, however, that the
Company shall not be entitled to Delay Periods having durations that exceed 30
days consecutively or 90 days in any calendar year.  The Company
covenants and agrees that it shall not deliver a Delay Notice with respect to a
Delay Period unless Company officers and directors are also prohibited by the
Company for the duration of such Delay Period from effecting any public sales of
shares of Common Stock beneficially owned by them.  The Company
represents that it has no knowledge of any circumstance that would reasonably be
expected at the time of the effectiveness of any Registration Statement to cause
the Company to exercise its rights under this Section 3(n).

     

     (3) Notice.  The
Company shall, in the event such Registration Statement is declared effective,
provide to each Investor a reasonable number of copies of the prospectus which
is a part of such Registration Statement (unless otherwise publicly available
through the EDGAR database), notify each such Investor when such Registration
Statement has become effective and take such other actions as are required to
permit unrestricted resales of the Registrable Securities.  The
Company further agrees to supplement or amend each Registration Statement if and
as required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Registration Statement or by the
1933 Act or by any other rules and regulations thereunder for
registrations.

     

    
      
         


      

      
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     (4) Effective Registration
Statement. A Registration Statement shall not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the offering of Registrable Securities
pursuant to such Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Registration Statement shall be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Registration Statement may legally
resume.

     

    4.      Obligations of the
Investors.

     

    a.      At
least four Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Investor of the
information the Company requires from each such Investor if such Investor elects
to have any of such Investor’s Registrable Securities included in such
Registration Statement.  It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company at least two Business Days prior
to the filing of a Registration Statement (or any amendment or supplement
thereto) such information regarding itself, the Registrable Securities held by
it and to be sold and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect and maintain the
effectiveness of the registration of such Registrable Securities and such
information as the Company may, after conferring with its counsel with regard to
information relating to the Investors that would be required by the SEC to be
included in such Registration Statement or prospectus included therein,
reasonably request for inclusion in such Registration Statement or prospectus
included therein.  The Investors shall execute such documents in
connection with such registration as the Company may reasonably request,
including without limitation, a questionnaire in substantially the form attached
to this Agreement as Exhibit
C.  Each Investor as to which any registration is being
effected agrees to promptly furnish to the Company all information with respect
to such Investor necessary to make the information previously furnished to the
Company by such Investor not materially misleading.

     

    b.      Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder, unless such
Investor has notified the Company in writing of such Investor’s election to
exclude all of such Investor’s Registrable Securities from such Registration
Statement.

     

    c.      Each
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(g) or the first
sentence of 3(f), such Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering such
Registrable Securities until such Investor’s receipt of notice that (i) the
supplemented or amended prospectus contemplated by Section 3(g) or the first
sentence of 3(f) has been filed with the SEC; (ii) no supplement or amendment is
required; or (iii) advised in writing by the Company that the use of the
applicable prospectus may be resumed.  Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Stock Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for
sale prior to the Investor’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3(g) or the first
sentence of 3(f) and for which the Investor has not yet settled.

     

    
      
         


      

      
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    d.      Each
Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in
connection with sales of Registrable Securities pursuant to the Registration
Statement.

     

    5.      Expenses of
Registration.

     

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

     

    6.      Indemnification.

     

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

     

    
      
         


      

      
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    a.      To
the fullest extent permitted by law, the Company shall, and hereby does,
indemnify, hold harmless and defend each Investor, the directors, officers,
members, partners, employees, agents, representatives of, and each Person, if
any, who controls any Investor within the meaning of the 1933 Act or the 1934
Act (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon:  (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations”), except to the
extent, but only to the extent: (A) such Violations which occur in reliance upon
and in conformity with information regarding such Investor furnished in writing
to the Company by such Investor for use therein, or to the extent that such
information relates to such Investor or such Investor’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Investor for use in the Registration Statement or any
amendment thereto, such prospectus or such form of prospectus or in any
amendment or supplement thereto (it being understood that the Investor has
approved Exhibit
B hereto for this purpose); or (B) in the case of an occurrence of an
event of the type specified in Sections 3(f) and (g), the use by such Investor
of an outdated or defective prospectus after the Company has notified such
Investor in writing that the prospectus is outdated or defective and prior to
the receipt by such Investor of the advice contemplated under Section 4(c)(iii)
hereof.  Subject to Section 6(c), the Company will reimburse any legal
or other expenses reasonably incurred by an Indemnified Person in connection
with investigating or defending any Claim.  Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in
this Section 6(a) shall not apply to amounts paid in settlement of a Claim if
such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld or delayed.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by the Investors pursuant to Section 9.

     

    b.      In
connection with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors, each of its officers
who signs the Registration Statement and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against
any Claim or Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and, subject
to Section 6(c), such Investor will reimburse any legal or other expenses
reasonably incurred by an Indemnified Party in connection with investigating or
defending any such Claim; provided, however, that the
indemnity agreement contained in this Section 6(b) and the agreement with
respect to contribution contained in Section 7 shall not apply to amounts paid
in settlement of any claim if such settlement is effected without the prior
written consent of such Investor, which consent shall not be unreasonably
withheld or delayed, provided, further, however, that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Investor as a result of the
sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

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

     

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

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

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

     

    7.      Contribution.

     

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

     

    8.      Rule
144.

     

    a.      With
a view to making available to the Investors the benefits of Rule 144 promulgated
under the 1933 Act or any other similar rule or regulation of the SEC that may
at any time permit the Investors to sell securities of the Company to the public
without registration (“Rule
144”), the Company agrees to make and keep public information available,
as those terms are understood and defined in Rule 144.

     

    9.      Assignment of Registration
Rights.

     

    The rights under this Agreement shall
be automatically assignable by the Investors to any transferee of all or any
portion of such Investor’s Registrable Securities if: (i) the Investor agrees in
writing with the transferee or assignee to assign such rights and a copy of such
agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the 1933 Act or applicable
state securities laws; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein; and (v) such transfer shall have been made in accordance with
the applicable requirements of the Stock Purchase Agreement.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    10.    Amendment of Registration
Rights.

     

    Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
100% of the Registrable Securities.  Any amendment or waiver effected
in accordance with this Section 10 shall be binding upon each Investor and the
Company.  No such amendment shall be effective to the extent that it
applies to less than all of the holders of the Registrable
Securities.  No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.

     

    11.    Miscellaneous.

     

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

     

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

     

    If to the Company:

    


    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
attached hereto, 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 a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     

    
      
         


      

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

     

    d.      All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, 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.  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.  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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

     

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

     

    f.      Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties
hereto.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

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

     

    h.      This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

     

    i.     
 Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as 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.

     

    j.     
All consents and other determinations required to be made by the Investors
pursuant to this Agreement shall be made, unless otherwise specified in this
Agreement, by the determination of the Required Holders.

     

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

     

    l.      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.

     

    m.     The
obligations of each Investor hereunder are several and not joint with the
obligations of any other Investor, and no provision of this Agreement is
intended to confer any obligations on any Investor vis-à-vis any other
Investor.  Nothing contained herein, and no action taken by any
Investor pursuant hereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated
herein.  Each Investor confirms that it has independently participated
in the negotiation and drafting of this Agreement and has received the advice
(or has had the opportunity to seek advice) of its own counsel and
advisors.

     

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

     

    [Signature
Pages Follow]


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to this Registration
Rights Agreement to be duly executed as of the date first written
above.

     

    
      
        
          	 
      	
                  COMPANY:

                
	 
      	 
      
	 
      	
                  HYPERDYNAMICS
      CORPORATION

                
	 
      	 
      
	 
      	
                  By: 

                	
                    

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to this Registration
Rights Agreement to be duly executed as of the date first written
above.

     

    
      
        
          	 
      	
                  BUYERS:

                
	 
      	 
      
	 
      	
                  [BUYERS]

                
	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

    

     

    
      
         


      

      
        18