HYPERDYNAMICS
CORPORATION
STOCK OPTION
AGREEMENT
O-134
THIS OPTION AND
THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Date of Grant:
September 29, 2009
THIS GRANT, dated as of the date of grant first
stated above (the "Date of Grant"), is delivered by Hyperdynamics
Corporation (the "Company") to Lord David Owen (the "Grantee"), who
is an employee, consultant, officer or director of the Company or
one of its subsidiaries (the Company is sometimes referred to
herein as the "Employer").
WHEREAS, the Board of Directors of the Company
(the "Board") granted to Grantee the right to purchase shares of
the Common Stock of the Company, par value $0.001 per share (the
"Stock"), in accordance with the terms and provisions
hereof.
NOW, THEREFORE, the parties hereto, intending to
be legally bound hereby, agree as follows:
Subject to the
terms and conditions hereinafter set forth, the Company, with the
approval and at the direction of the Board, hereby grants to the
Grantee, as of the Date of Grant, an option to purchase up to
50,000 shares of Stock at a price of $1.54 per share which shall be
the Fair Market Value on the Date of Grant (subject to paragraph
7). Such option is hereinafter referred to as the
"Option" and the shares of stock purchasable upon exercise of the
Option are hereinafter sometimes referred to as the "Option
Shares."
It is the
intent of the Board that the Option is to be a Non-Statutory
Option.
All options
vest immediately
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4.
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Acceleration
of Expiration Date Of This Option
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In the event of
a corporate action in the nature of a merger in which the
corporation is not the surviving entity, the sale of substantially
all of the assets of the corporation or an exchange or purchase
from shareholders of their stock of the corporation, that requires
the vote or consent of shareholders, then the expiration date of
these options shall accelerate to be the date of such a corporate
action."
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The Option and
all rights hereunder with respect thereto, to the extent such
rights shall not have been exercised, shall terminate and become
null and void after the expiration of five years from the Date of
Grant (the "Option Term").
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In the event of
the death of the Grantee, the Option may be exercised by the
Grantee's legal representative(s), but only to the extent that the
Option would otherwise have been exercisable by the
Grantee.
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The Grantee may
exercise the Option with respect to all or any part of the number
of Option Shares then exercisable hereunder by giving the Secretary
of the Company written notice of intent to
exercise. The notice of exercise shall specify the
number of Option Shares as to which the Option is to be exercised
and the date of exercise thereof, which date shall be at least five
days after the giving of such notice unless an earlier time shall
have been mutually agreed upon.
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Full payment
(in U.S. dollars) by the Grantee of the option price for the Option
Shares purchased shall be made on or before the exercise date
specified in the notice of exercise by wire transfer, check, or
money order, or, with the prior written consen
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