Letter Agreement with Yorkville

Warrant to purchase 550,000 shares of common stock issued by Hyperdynamics Corporation ("Company") to YA Global Investments, L.P. (“YA Global”) on February 6, 2008 (the “Warrant”) and the Secured Notes issued by the Company to YA Global on February 6, 2008 and February 29, 2008 the “Notes”) in the original principal amount of $2,000,000.

A.

Adjustment to Warrant Exercise Price and Warrant Shares. As a result of the Company's issuance of Common Stock at a price of $1.65 per share pursuant to the Offering, pursuant to Section 8(a) of the Warrant, the Warrant Exercise Price shall be reduced from $2.00 per share to $1.65 per share. Furthermore, the number of Warrant Shares issuable upon exercise of the Warrant shall be increased from 550,000 to 666,666 shares of Common Stock.

B.

Exercise of Warrant on Cash Basis, Pursuant to the Warrant, YA Global shall have the option of a Cashless Exercise if at the time of exercise the Warrant Shares are not subject to an effective registration statement. YA Global agrees to promptly exercise the Warrant on a Cash Basis provided that Warrant Shares issued to YA Global are issued pursuant to, and in accordance with the Company's effective shelf registration statement and such shares are admitted for listing on the American Stock Exchange. YA Global shall execute the Exercise Notice attached hereto as "Exhibit A" and simultaneously upon the issuance of the Warrant Shares without restrictive legends, shall pay to the Company the Warrant Exercise Price by wire transfer of immediately available funds. The Company covenants and agrees that the Warrant Shares shall be freely tradable shares, shall not contain any restrictive legends, and shall be free of any transfer restrictions.

C.

Adjustment to Fixed Conversion Price. As a result of the Company's issuance of Common Stock at a price of $1.65 per share pursuant to the Offering, pursuant to Section 5(a) of the Note, the fixed portion of the Conversion Price shall initially be reduced from $2.00 per share to $1.65 per share. Furthermore, the Company shall provide YA Global with information indicating the value associated with the issuance of warrants in connection with the Offering. Upon receipt of such information, a further adjustment may be made to the conversion price in accordance with Section 5(a)(iv)of the Note.

D.

The issuance of the shares of common stock in this transaction are subject to approval by the American Stock Exchange. YA Global is under no obligation to exercise until such approval from the American Stock Exchange occurs.