Global Amendment to Previous Agreements between Hyperdynamics Corporation and Dutchess Private Equities Fund II, LP

Summary

This amendment updates eight previous agreements between Hyperdynamics Corporation and Dutchess Private Equities Fund II, LP. It limits the total number of Hyperdynamics shares that can be issued to Dutchess to 8,400,000, unless shareholder approval is obtained for a larger issuance. This change ensures compliance with American Stock Exchange rules, which require shareholder approval for issuing 20% or more of a company's stock. All other terms of the original agreements remain unchanged.

EX-10.9 10 doc10.txt GLOBAL AMENDMENT ---------------- This Global Amendment (the" Amendment") to those certain agreements previously entered into (collectively, "the Previous Agreements") by and between Hyperdynamics Corpoartion ("Hyperdynamics"), a Delaware corporation, and, Dutchess Private Equities Fund, II, LP, a Delaware limited partnership, is made on this _____ day of ____________ 2005. The "Previous Agreements" are those certain eight agreements and documents executed by one or more of the parties hereto on August 11 and/or 12, 2005 that resulted in Dutchess delivering approximately $909,025 in cash to Hyperdynamics on approximately August 12, 2005, to wit: Warrant Agreement; Debenture Agreement; Debenture Registration Rights Agreement; Equity Line Registration Rights Agreement; Investment Agreement; Security Agreement; Subscription Agreement; and Transfer Agent Instructions. WHEREAS, Hyperdynamics common stock is listed on the American Stock Exchange under the trading symbol "HDY" (the "Listing"). WHEREAS, Dutchess and Hyperdynamics agree that it will benefit both of them for Hyperdynamics to be remain in compliance with the continued listing requirements of the American Stock Exchange and thereby continue the Listing. WHEREAS, the American Stock Exchange requires listed companies to obtain shareholder approval before issuing 20% or more of their common stock. WHEREAS, Hyperdynamics has not obtained shareholder approval to issue 20% or more of its common stock to Dutchess. WHEREAS, a possibility exists that circumstances could arise where, pursuant to the Previous Agreements, Hyperdynamics could be obligated to issue more than 20% of its common stock to Dutchess. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows: 1. Additional Paragraph. All of the Previous Agreements are hereby amended --------------------- to add the following paragraph to each of the Previous Agreements, and effective as of the same date and time of their original execution: "SUPERSEDING CLAUSE. Not withstanding anything else herein or contained in any ------------------- agreement with Hyperdynamics entered into with Dutchess on August 11 and/or 12, 2005, under no circumstances shall Hyperdynamics be required to issue more than an aggregate of 8,400,000 shares of its common stock to Dutchess, or any of Dutchess's heirs, successors or assigns, in connection with the Previous Agreements, prior to Hyperdynamics obtaining shareholder approval for such stock issuance." 2. Other. In all other respects, the Previous Agreements are unchanged. ----- IN WITNESS WHEREOF, the parties hereto have executed or caused this Global Amendment to be executed this _____ day of ___________ 2005. HYPERDYNAMICS CORPORATION By: Kent Watts, Chief Executive Officer DUTCHESS PRIVATE EQUITIES FUND, II, L.P. BY ITS GENERAL PARTNER, DUTCHESS CAPITAL MANAGEMENT, LLC By: /s/Douglas Leighton ------------------- Douglas H. Leighton, Managing Member