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Exhibit
10.1 ----- Letter Agreement with Yorkville
YA GLOBAL INVESTMENTS, L.P.
101
H UDSON S
TREET
, S UITE
3700
Hyperdynamics
Corporation
One
Sugar Creek Center Boulevard, Suite 125
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Re:
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Warrant to purchase 550,000 shares of common stock issued by
Hyperdynamics Corporation (" Company ") to YA Global
Investments, L.P. ( “
YA
Global
” ) on February 6, 2008 (the
“ Warrant
” ) and the Secured Notes issued by the Company
to YA Global on February 6, 2008 and February 29, 2008 the
“ Notes
” ) in the original principal amount of
$2,000,000.
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This
letter agreement shall confirm our understanding regarding the
adjustments to the Warrant and Note resulting from the
Company's issuance of shares of Common Stock in connection
with the offering described in its Form 424b(5) prospectus
supplement with SEC File Number 333-148287 for a shelf
offering take down (the “
Offering ”
). All capitalized terms not defined herein shall have the
meaning ascribed to them in the Warrant or the Notes. The
parties hereto agree as follows:
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A.
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Adjustment
to Warrant Exercise Price and Warrant Shares. As a result of the
Company's issuance of Common Stock at a price of $1.65 per share
pursuant to the Offering, pursuant to Section 8(a) of the Warrant,
the Warrant Exercise Price shall be reduced from $2.00 per share to
$1.65 per share. Furthermore, the number of Warrant Shares issuable
upon exercise of the Warrant shall be increased from 550,000 to
666,666 shares of Common Stock.
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B.
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Exercise
of Warrant on Cash Basis, Pursuant to the Warrant, YA Global shall
have the option of a Cashless Exercise if at the time of exercise
the Warrant Shares are not subject to an effective registration
statement. YA Global agrees to promptly exercise the Warrant on a
Cash Basis provided that Warrant Shares issued to YA Global are
issued pursuant to, and in accordance with the Company's effective
shelf registration statement and such shares are adm
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