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Securities Purchase Agreement

Purchase and Sale Agreement

Securities Purchase Agreement | Document Parties: HYPERDYNAMICS CORP You are currently viewing:
This Purchase and Sale Agreement involves

HYPERDYNAMICS CORP

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Title: Securities Purchase Agreement
Date: 2/8/2008
Industry: Oil Well Services and Equipment     Sector: Energy

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Exhibit 10.8
Irrevocable Transfer Agent Instructions.


 
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:
 
 
 
1.
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 ”).
 
 
 
2.
Shares of Common Stock to be issued to the Buyer upon exercise of the Warrant (the “ Warrant Shares ”).
 
This letter shall serve as our irrevocable authorization and direction to Fidelity Transfer Company (the “ Transfer Agent ”) to do the following:

 
 
1.
Conversion Shares and Warrant Shares .
 
 
 

 
 
 
a.
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.
 
 
b.
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.
 
 
c.
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:
 
“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.”
 
 
 

 
 
 
d.
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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