Exhibit 10.1

 



SA   PKTR<."> HYPERDYNAMICS OTCQX:HD\"H THIRD AMENDMENT TO THE   HYDROCARBONS PRODUCTION SHARING CONTRACT Between the Republic of Guinea,   represented by Mr. Diakaria Koulibaly, General Director of the Office   National des Petroles ("ONAP"), situated in Commandayah-Miniere,   Dixinn, Conakry, Republic of Guinea, hereinafter referred to as the   "Government" (provided however that where applicable law grants the   National Petroleum Office the necessary authority, the term Government as   used in the present Contract shall mean and include the National Petroleum   Office), of the one part, And SCS Corporation Ltd., ("SCS") a   company registered and incorporated in the Cayman Island and a wholly owned   subsidiary of Hyperdynamics Corporation, a company incorporated in Delaware,   United States of America with its registered offices at 12012 Wickchester   Lane, Suite 475, Houston Texas, 77079, United States of America, represented   by Mr. Ray Leonard, president and chief executive officer; And South Atlantic   Petroleum Limited, ("SAPETRO") a company registered and   incorporated in the Federal Republic of Nigeria, with its registered address   at 11th and 12th Floors, South Atlantic Petroleum Towers, 1 Adeola Odeku   Street, Victoria Island, Lagos, Federal Republic of Nigeria, and represented   by Dale Rollins, managing director; (SCS and SAPETRO being hereinafter   referred to as the "Contractors") of the other part. (The   Government and the Contractors being hereinafter referred to as the   "Parties"). Capitalized terms used in this Third Amendment shall   have the meaning ascribed to them in this Third Amendment and capitalized   terms used in this Third Amendment not defined in this Third Amendment shall   have the meaning ascribed to them in the Original PSC and the amendments   thereto. WITNESSETH Whereas on 22 September 2006, a hydrocarbons production   sharing contract (the "Original PSC'') was signed between the Government   and SCS; Whereas, pursuant to Arrete No. 0925 dated 21 April 2010, the   Government approved the assignment of a 23% participating interest in the   Original PSC by SCS to Dana Petroleum (E&P) Limited ("Dana");   Whereas, pursuant to Decree No. 71 dated 10 May 2010, the Government approved   the Original PSC, the pt Amendment to the Original PSC dated 25 March 2010   (the "Amendment No.1 to the Original PSC") and the assignment of a   23% participating interest in the Contract by SCS to Dana; ·. 1 / 


    




 










HYPERDYNAMICS   Whereas, pursuant to Arrete No. 10629 dated 27 December 2012, the Government   approved the assignment of a 40% participating interest in the Contract by   SCS to Tullow Guinea Ltd. ("Tullow"); Whereas, on 16 July 2016, SCS   formally requested to the Government a one-year extension to the Second   Exploration Period until21 September 2017; Whereas, pursuant to a Settlement and   Release Agreement dated 15 August 2016, SCS assumed all of the rights and   obligations under the Contract, and Tullow and Dana officially withdrew from   the Contract; Whereas the Government and SCS agreed to a non-binding   Memorandum of Understanding on 19 August 2016, outlining the key terms of the   one-year Extension Period until 21 September 2017; Whereas on 14 September   2016, the Government and SCS executed the Second Amendment to the   Hydrocarbons Production Sharing Contract (the "Second Amendment");   Whereas, pursuant to Decree No. 275 dated 21 September 2016, the Second   Amendment was approved; Whereas SCS did not provide a Security Instrument in   the amount of US$ 5 million by January 21, 2017 as required under Section   4.7(c) of the Contract; Whereas, by Letter dated 23 January 2017, SCS   requested an extension of the time limit for providing a Security Instrument   in the amount of US$ 5 million in accordance with Section 4.7(c) of the   Contract; Whereas, by Letter dated 24 January 2017, from the General Director   of the ONAP, the Government granted said extension until20 February 2017;   Whereas, by Letter dated 1 March 2017, from the General Director of the ONAP   addressed to SCS, the Government put SCS on notice that it was in default of   its obligation to provide a Security Instrument in the amount of US$ 5   million in accordance with Section 4.7(c) of the Contract, and reserving the   Government's rights under the Contract; Whereas, on 10 March 2017, the   Government, represented by ONAP, SCS and SAPETRO executed a Tri-party memorandum   setting forth certain objectives relating to execution of agreements between   SCS and SAPETRO for the acquisition of a portion of SCS's interest in the   Contract by SAPETRO (the "SAPETRO Transaction Agreements"), the   drilling of the Extension Well, with an effective start date no later than 30   May 2017, the provision of the Security Instrument by SAPETRO, and the   amendment of the Contract to provide certain assurances to SCS and SAPETRO;   Whereas, on 30 March 2017, SCS and SAPETRO executed the SAPETRO Transaction   Agreements listed in Appendix A to this Third Amendment, which provide for   the acquisition by SAPETRO of a 50% of the Contractor's interest in the   Contract; Whereas the Parties now hereby agree to further amend the Contract   in order to: 1. Record and confirm the approval by the Government, of the   assignment by SCS to SAPETRO of a 50% ofSCS's interest in the Contract; 2.   Confirm the validity of the rights and participating interest of the   Contractors to and under the Contract; /b \0 .. . 


    




 










- ----   SAJ>:ETR<> HYPERDYNAMICS OTCOJC:HOVH Confirm that drilling   operations in relation to the Extension Well shall start no later than 30 May   2017; and 3. 4. Clarify the provisions relating to the provision of the   Security Instrument by SCS and SAPETRO; Whereas, subject to the provisions   set out hereinafter, all the conditions and provisions of the Contract (as   amended, replaced by novation or subsequently added to) shall remain   unchanged and in force; The Parties have negotiated and entered into this   Third Amendment to the Contract (the "Third Amendment").   Ratification: 1. The Government hereby ratifies and confirms by the present   Third Amendment clear and unequivocal title to the Contractors to the   Contract. The Government undertakes that it shall not terminate, revoke,   restrict, rescind or limit the Contract, or the rights of the Contractors to   conduct Petroleum Operations pursuant to the Contract, based on the failure   of SCS to have provided the Security Instruments as required by Sections   4.7(b) and (c) of the Contract, as added per the Second Amendment and as   extended by Letter dated 24 January 2017, subject to performance by SCS and   SAPETRO of their obligations under this Third Amendment. The Government   further undertakes that it shall not terminate, revoke, restrict, rescind or   limit the Contract, or the rights of the Contractors to conduct Petroleum   Operations pursuant to the Contract, based on non-compliance by SCS with the   provisions of Section 4.7(a) of the Contract, as added per the Second   Amendment. 2. As of the date hereof, Contractors confirm (i) the accuracy of   the representations, and (ii) compliance with the covenants set forth in   Section 3 of the Second Amendment. 3. The Parties hereby confirm and consent   by the present Third Amendment to the assignment by SCS to SAPETRO of an   undivided 50% of the SCS's interest in the Contract. As a result of such   assignment, the rights and obligations of the Contractors, to the Contract   and the interest of the Contractors on the date of this Third Amendment   hereof is, subject to the provisions of Section 23.3 of the Contract, the   following: SCS Corporation Ltd.: SAPETRO 50% 50% The Parties confirm that SCS   is designated as Operator. 4. "Article 1: Definition" is amended as   follows: Delete and Replace Section 1.6 -Contract. with the following:   "1.6 "Contract" means the Original PSC and its appendices, as   amended by the Amendment No. 1 to the Original PSC, the Second Amendment to   the Original PSC and by the Third Amendment, as well as any extensions or   modifications, or further amendments thereto which may be mutually agreed by   the Parties in accordance with the provisions of Article 29.3 thereof."   5. "Article 4: Exploration Work and Expenditure Obligations" is   amended as follows: Delete and Replace Section 4.l(c) with the following:   -.1. 


    




 










SAPICTRO   HYPERDYNAMIC§ OTCQK:HOYH "(c) During the Extension Period, the   Contractors shall drill a minimum of one (1) exploration well in the Contract   Area to a minimum depth (subject to Article 4.3 of the Contract) to two   thousand five hundred (2,500) meters below the seabed for an amount estimated   at forty six million US Dollars (46,000,000 USD) (the "Extension   Well"). The projected commencement date of drilling operations of said   Extension Well is no later than 30 May 2017, with a currently estimated time   to completion of 42 days. During the Extension Period, the Contractor may, at   its option, drill additional exploration wells in the Contract Area."   Add to Section 4.2 the following: "SCS and SAPETRO recognize they are   jointly and severally liable to the Government under the Contract, including   under the provisions of this Section 4.2. The Government shall have the right   to request the entire sum due from SCS and/or SAPETRO." Delete and   Replace Section 4.6(e) with the following: "(e) The Contractors agree   that the Government may terminate the Contract, immediately and without prior   notice for failure to comply with Section 4.7(c)." Delete Section 4.7(b)   in its entirety. Delete and Replace Section 4.7(c) with the following:   "(c) Within thirty (30) days following the date of signature of the   presidential decree approving the Third Amendment, the Contractors shall   provide a security instrument in the amount of US$ 5 million, issued by a bank   acceptable to the Government, whose approval shall not be unreasonably   withheld, provided however such performance guarantee shall be released and   cancelled at the time the drilling rig to be used in the drilling of the   Extension Well is located in the shelf waters ofthe Republic of Guinea,   including its territorial waters." 6. "Article 28.1: Notices"   is amended as follows: Add to end of Section 28.1: "To SAPETRO : South   Atlantic Petroleum Limited 11th and 12th Floors South Atlantic Petroleum   Towers 1 Adeola Odeku Street Victoria Island Lagos Nigeria Attention: Mr.   Dale Rollins Mobile telephone: + 234 810 483 4380" 7. Miscellaneous   provisions This Third Amendment shall be effective on the date it is approved   by decree of the President of the Republic, and subject to the Closing of the   transaction between SCS and SAPETRO, as defmed in the SAPETRO Transaction   Agreements. .1. 


    




 










HYPERDYNAMICS   SA Pt•.:TR< OTCQK: HO'I'H This Third Amendment may be executed in three or   more counterparts, which together shall be deemed to be a single Rider, and   the signature shall be deemed to be effective when the aforementioned   counterparts are signed and sent to the other parties. 


    




 










SAPETROHYPERDYNAMICS   OTCQJC: HDYH IN WITNESS WHEREOF, the Parties signed this Third Amendment on   the date hereinafter For the Republic of Guinea: For the Contractors: Diakara   Koulibaly Director General, Office National des Petroles ay Leonard, 1 ector,   SCS Corporation Ltd. Date: Date Title: Managing Director, SAPETRO Reviewed   and approved by Ms. Malado Kaba Minister of Economy and Finance 2-( . J., .   2&> I !:)-· Date: 6