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Exhibit
10.8
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Irrevocable
Transfer Agent Instructions.
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IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
February
6, 2008
Fidelity
Transfer Company
8915
S. 700 E. Suite 102
Sandy,
Utah 84070
RE: HYPERDYNAMICS
CORPORATION
Ladies
and Gentlemen:
Reference
is made to that certain Securities Purchase Agreement (the
“ Securities
Purchase Agreement ”) of even date herewith by
and between Hyperdynamics Corporation, a Delaware corporation
(the “
Company
”), and YA Global Investments, L.P. (the “
Buyer
”). Pursuant to the Securities Purchase
Agreement, the Company shall issue and sell to the Buyer, and
the Buyer shall purchase from the Company, secured notes
(collectively, the “ Notes
”) which are in certain instances convertible into
shares of the Company’s common stock, par value $0.001
per share (the “ Common
Stock ”), at the Buyer’s
discretion. The Company has also issued to the
Buyer warrants to purchase additional shares of Common Stock,
at the Buyer’s discretion (the “ Warrant
”). These instructions relate to the
following stock or proposed stock issuances or
transfers:
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1.
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Shares
of Common Stock to be issued to the Buyer upon conversion of the
Notes plus any shares of Common Stock to be issued to the Buyer
upon conversion of accrued interest into Common Stock
(collectively, the “ Conversion
Shares ”).
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2.
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Shares
of Common Stock to be issued to the Buyer upon exercise of the
Warrant (the “ Warrant Shares
”).
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This
letter shall serve as our irrevocable authorization and
direction to Fidelity Transfer Company (the “
Transfer
Agent ”) to do the following:
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1.
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Conversion Shares and Warrant Shares .
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a.
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Instructions Applicable to Transfer Agent . With
respect to the Warrant Shares and, upon an Event of Default (as
defined in the Notes) that is not cured pursuant to the terms of
the Notes, the Conversion Shares, the Transfer Agent shall, without
confirmation or instructions from the Company, issue the
Warrant Shares and Conversion Shares to the Buyer from time to time
upon delivery to the Transfer Agent of a properly completed and
duly executed Exercise Notice (the “ Exercise
Notice ”) in the form attached as Exhibit A to the
Warrant or a properly completed and duly executed Conversion Notice
(the “ Conversion
Notice ”) in the form attached as Exhibit A to the
Notes, delivered to the Transfer Agent by David Gonzalez, Esq. (the
“ Escrow Agent
”) as agent acting on behalf of the Company. Upon
receipt of a Conversion Notice or an Exercise Notice, the Transfer
Agent shall within three (3) Trading Days thereafter (i) issue and
surrender to a common carrier for overnight delivery to the address
as specified in the Conversion Notice or the Exercise Notice, a
certificate, registered in the name of the Buyer or its designees,
for the number of shares of Common Stock to which the Buyer shall
be entitled as set forth in the Conversion Notice or Exercise
Notice or (ii) provided the Transfer Agent is participating in The
Depository Trust Company (“ DTC ”)
Fast Automated Securities Transfer Program, upon the request of the
Buyers, credit such aggregate number of shares of Common Stock to
which the Buyers shall be entitled to the Buyer’s or their
designees’ balance account with DTC through its Deposit
Withdrawal At Custodian (“ DWAC ”)
system provided the Buyer causes its bank or broker to initiate the
DWAC transaction. For purposes hereof “ Trading Day
”
shall mean any day on which the Nasdaq Market is open for customary
trading.
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b.
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No Restrictive Legends. If counsel to the
Company delivers (i) the Notice of Effectiveness set forth in
Exhibit
I attached hereto and (ii) an opinion of counsel in the form
set forth in Exhibit II
attached hereto, then the certificates representing the Conversion
Shares and the Warrant Shares shall not bear any legend restricting
transfer and should not be subject to any stop-transfer
restrictions and shall otherwise be freely transferable on the
books and records of the Company.
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c.
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Restrictive Legends. In the event that the Conversion
Shares and Warrant Shares are not registered for sale under the
Securities Act of 1933, as amended, the certificates for the
Conversion and Warrant Shares shall bear the following legend, or
its equivalent:
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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.”
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d.
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Removal of Restrictive Legends. In the event
that the Buyer submits to the Transfer Agent the Conversion Shares
or Warrant Shares for the removal of the restrictive legends
whether in connection with a sale of such shares pursuant to
any exemption
to the registration requirements the Securities Act of 1933, as
amended, or otherwise and such removal of the restrictive legends
is permitted by law, the Transfer Agent shall without confirmation
or instructions from the Company and within three (3)
Trading Days of receipt of all required documentation from the
Buyer, its agent or co
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