Exhibit 10.1---
WORKING INTEREST PURCHASE AGREEMENT
WORKING INTEREST PURCHASE
AGREEMENT
This agreement
is effectively entered into on this 1st day of April, 2009 by and
between Hyperdynamics Corporation, (a Delaware corporation herein
also referred to as the "Parent Company"), and HYD Resources
Corporation, (a Texas Corporation and wholly owned subsidiary of
Parent Company and also referred to herein as "HYDR"), and HYDR's
wholly owned subsidiary, Trendsetter Production Company (a
Mississippi corporation also referred to as "TPC"), all of whom are
collectively referred to as "Assignor" herein, and Rabb Resources,
Limited, (a Louisiana Corporation, referred to as "Assignee"), and
the Assignor and Assignee hereunder are referred to collectively
sometimes as "the parties."
WITNESSETH:
WHEREAS,
Assignor originally purchased certain properties and rights as
established and laid out between the parties herein in Exhibit "A"
and equipment specified in Exhibit "B" by mutually executing
between itself and two of its affiliates the "Working Interest
Purchase Agreement" dated June 12,2007 (such agreement referred to
herein as the "June 07 WIPA"); and
WHEREAS, for
reference the parties specified in the June 07 WlP A were Rabb
Resources, Limited, Rabb Contracting Company LLC, and Claude Rabb,
all collectively defined as the "Assignor/Operator" in the June 07
WIP A; and Hyperdynamics Corporation, HYD Resources Corporation,
and Trendsetter Production Company was the "Assignee" under the
June 07 WIPA; and
WHEREAS,
Assignor owns 85% of the working interest in those properties
purchased originally under the June 07 WIPA plus other properties
acquired since the June 07 WIPA was signed and in accordance with
the terms of the June 07 WIPA, and all such properties which
Assignor currently holds an 85% working interest in is now listed
in Exhibit "A" attached hereto and such has been made a part
hereof; and Assignor and Assignee have come to an agreement whereby
Assignee shall acquire 100% of Assignor's 85% working interest in
said properties; and
WHEREAS, the
parties are desirous that this agreement be formalized for purposes
of particularizing all aspects of same;
THEREFORE, KNOW
ALL MEN BY THESE PRESENTS that Assignor and Assignee do hereby
agree as follows, to-wit:
PROPERTIES AND RIGHTS TO BE
ASSIGNED
1. That
Assignor shall assign to Assignee 100% of all of Assignor's 85%
working interest ownership in the producing wells, disposal wells
and oil and gas leases described on Exhibit "A" attached hereto,
together with a corresponding interest in any and all existing
production and presently non-producing mineral leasehold acreage
held by said production, all equipment (both surface and down-hole)
utilized in the existing production activities (see Exhibit "B"
attached hereto) and all contract rights involving access roads,
disposal wells and any other property rights or incidents of
ownership relating to or in any way affecting the oil, gas and
mineral leases and wells in question. All property and rights
acquired by Assignee hereunder are also referred to as the
"Acquired Property", herein.
2. Assignor
shall convey a clear and marketable title free of all claims, liens
and encumbrances, in and to the properties to be conveyed, and as
referenced in Paragraph I. above. Moreover, all questions as to
title and marketability shall be determined in accordance with the
opinion and recommendations of Assignee's attorney, and in the
event that the title of Assignor is not clear and marketable with
respect to anyone more of said properties, Assignee shall have the
right and option to withdraw from this contract or renegotiate
same.
3. It is to be
also understood that the working interest which Assignee shall
acquire from Assignor is reflective of documents recorded through
March 1,2009, and said working interest shall not be burdened with
any overriding royalty interest in favor of David Ivey Consulting,
LLC which has not been formally assigned and recorded prior to that
date.
CLOSING AND CONSIDERATION
The complete
consideration to be paid by Assignee to Assignor shall be cash
payments totaling two million six hundred seventy thousand dollars
($2,670,000, herein referred to as the "total purchase price"), and
which will be paid as follows:
a. On or before
April 21, 2009, Assignee shall pay an initial payment to Assignor
of one million thirty thousand dollars ($1,030,000 - the "initial
payment"). However, upon the payment by Assignee to Assignor of the
sum of $100,000.00, on or prior to April 21, 2009, Assignee shall
have the right to extend the period of time in which to pay the
remaining $930,000.00 to on or before May 7, 2009. In any event,
both Assignor and Assignee shall be entitled to the right of
specific performance regarding this initial phase of the purchase
agreement. Upon receipt of this initial payment, the June 07 WIPA
shall imme
