ex10_1.htm


    
      

    

    
      Exhibit
        10.1

    

    
      


    

    
      YA
        GLOBAL INVESTMENTS, L.P.

    

    
      101
        Hudson Street, Suite 3700

    

    
      Jersey
        City, NJ 07302

    

    
      


       

      December
        12, 2007

    

    
       

      Hyperdynamics
        Corporation

    

    
      One
        Sugar
        Creek Center Boulevard, Suite 125

    

    
      Sugar
        Land, Texas 77478

    

    
      Attention:       Kent
        P. Watts

    

    
      Facsimile:       (713)353-9421

    

    
      


       

      Dear
        Mr.
        Watts:

       

    

    
      This
        Letter Agreement is by and between Hyperdynamics Corporation, a Delaware
        corporation (the “Hyperdynamics”),
        and YA Global
        Investments, L.P., a Cayman Islands exempt limited partnership (the “YA Global”).

    

    
       

      WHEREAS,
        YA Global is the holder of the following warrants to purchase shares
        of
        common stock (“Common
        Stock”)
        of Hyperdynamics: (i) Warrant No. CCP-002 to purchase 286,000 shares of Common
        Stock at an exercise price of $2.50 per share, and (ii) Warrant No. CCP-003
        to
        purchase 258,000 shares of Common Stock at an exercise price of $2.50 per
        share
        (collectively referred to herein as the “Warrants”)

    

    
       

      WHEREAS,
        as of the date hereof, YA Global is entitled to exercise the Warrants
        to purchase an aggregate of up to 544,000 shares of Common Stock on either
        a
        cash, or a cashless basis (as set forth in the Warrants) until expiration
        date
        of the Warrants.

    

    
       

      WHEREAS,
        in order to induce YA Global to exercise the Warrants into restricted
        shares of Common Stock on the date hereof and on a cash basis, Hyperdynamics
        desires to, among other things, agree to reduce the exercise price of the
        Warrants to $1.00 per share.

    

    
       

      NOW,
        THEREFORE, in consideration of the mutual covenants and other
        agreements contained in this Letter Agreement, Hyperdynamics and YA Global
        hereby agree as follows:

    

    
       

      
        	
              	
                1.

              	
                Warrant
                  Exercise Price. As of the date hereof, Hyperdynamics hereby permanently
                  reduces the exercise price of the Warrants to $1.00 per share.
                  Hyperdynamics represents that it, and its Board of Directors, has
                  approved
                  this reduction to the exercise
                  price.

              


      

    

    
       

      
        	
              	
                2.

              	
                Dutchess
                  Equity Line. Hyperdynamics agrees that from the date hereof until
                  the
                  earlier of (i) 6 months from the date hereof, or (ii) the date
                  the 544,000
                  shares of Common
                  Stock to be issued
                  hereunder are registered on an effective registration statement,
                  it shall
                  not issue any shares of Common Stock under the equity line of credit entered
                  into with Dutchess
                  Private Equities Fund II, LP (or related entity) or any other
                  equity line at
                  prices lower than $2.75 per
                  share.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    
      
        	
              	
                3.

              	
                Piggy
                  Back Registration Rights. For a period of six months from the date
                  hereof,
                  if Hyperdynamics files any registration statement (including, without
                  limitation, a primary S-3 shelf registration statement, a resale
                  S-3 shelf
                  registration statement, or any registration statement on Form S-l)
                  Hyperdynamics shall include YA gloats 544,000 shares of Common
                  Stock to be
                  issued upon exercise of the Warrants as contemplated
                  herein.

              


      

    

    
       

      
        	
              	
                4.

              	
                Hyperdynamics
                  represents that the adjustment to the exercise price of the Warrants
                  will
                  not cause a ratchet or repricing of any other outstanding convertible
                  securities, options, or warrants of
                  Hyperdynamics.

              


      

    

    
       

      
        	
              	
                5.

              	
                Warrant
                  Exercise. In consideration of the agreements of Hyperdynamics set
                  forth
                  above, YA Global shall exercise all 544,000 shares underlying the
                  Warrants
                  on the date hereof into restricted shares of Common Stock at the
                  new
                  exercise price of $1.00 per share by delivering to Hyperdynamics
                  the
                  exercise notices attached hereto as Exhibit A and the aggregate
                  exercise
                  price of $544,000 by wire transfer of immediately available fund
                  to the
                  wire instructions attached hereto as Exhibit
                  B.

              


      

    

    
       

      
        	
              	
                6.

              	
                Hyperdymanics
                  represents that, aside from prior events that have resulted in
                  adjustments
                  to the exercise price or the number of shares underlying the Warrants,
                  there has been no event that pursuant to the terms of the Warrants
                  would
                  have triggered such an adjustment. Hyperdynamics acknowledges that
                  pursuant to the Warrants, it is Hyperdynamics’
                  obligation
                  to provide written notice to YA Global of any event that may cause
                  an
                  adjustment to the warrant exercise price or number of shares underlying
                  the Warrant.

              


      

    

    
       

      
        	
              	
                7.

              	
                All
                  prior agreements between or among Hyperdynamics, YA Global, Yorkville
                  Advisors, LLC and any and all successors of CORNELL CAPITAL PARTNERS,
                  LP
                  and its affiliates or their assigns that have required Hyperdynamics
                  to
                  issue additional warrants upon any warrant repricing event are
                  hereby
                  extinguished in their entirety, made null and void, and of no legal
                  force
                  or effect following the delivery of the 544,000 shares of Common
                  Stock
                  upon the exercise of the Warrants contemplated herein, provided
                  however,
                  that nothing herein shall be interpreted as a waiver of any rights
                  of YA
                  Global, Yorkville Advisors, LLC and any successors of Cornell Capital
                  Partners, LP and its affiliates or assigns with respect to any
                  events
                  where proper notice from Hyperdynamics has not been
                  provided.

              


      

    

    
       

      
        	
              	
                8.

              	
                Covenant
                  of YA Global, Yorkville Advisors, LLC and any and all successors
                  of
                  CORNELL CAPITAL PARTNERS, LP and its affiliates, as
                  follows:

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Other
        than as described herein, there are no other warrants of Hyperdynamics
        outstanding that are the fruit of any prior agreements entered into between
        or
        among Hyperdynamics, YA Global, Yorkville Advisors, LLC and any and all
        successors of CORNELL CAPITAL PARTNERS, LP and its affiliates or
        then-assigns.

    

    
       

      [Signatures
        appear on the next page]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the parties hereto have caused this Letter Agreement
        to be duly executed as of the date first written above.

    

    
       

    

    
      	 	
              Hyperdynamics
                Corporation

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Kent P. Watts

            
	 	
              Name:

            	
              Kent
                P. Watts

            
	 	
              Title:

            	
              President
                and Chief Executive Officer

            
	 	 
	 	
              YA
                Global Investments, L.P.

            
	 	 
	 	 
	 	
              By:

            	
              Yorkville
                Advisors, LLC

            
	 	
              Its:

            	
              Investment
                Manager

            
	 	 	 
	 	
              By:

            	
              /s/
                Mark Angelo

            
	 	
              Name:

            	
              Mark
                Angelo

            
	 	
              Its:

            	
              Portfolio
                Manager