EXHIBIT 10.2 - AMENDMENT NUMBER 1
AMENDMENT NUMBER ONE TO THAT CERTAIN SECURITIES PURCHASE
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AGREEMENT DATED JUNE 19, 2006
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This Amendment Number One to that certain SECURITIES PURCHASE AGREEMENT
DATED JUNE 19, 2006 (this "Amendment"), is dated June 21, 2006 and is by and
between Hyperdynamics Corporation, a Delaware corporation (the "Company"), and
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Cornell Capital Partners, LP, a Delaware limited partnership (the "Buyer").
WHEREAS, the American Stock Exchange (the "AMEX") in its review of the June
19, 2006 Securities Purchase Agreement has commented that the concept of a 19.9%
limitation on stock issuances should be added to the Securities Purchase
Agreement so as to be clear that the 19.9% limitation covers all securities that
are part of the transaction.
WHEREAS, it is in the best interests of the parties to amend the Securities
Purchase Agreement to conform to AMEX comments so that the transactions
contemplated thereby can proceed.
NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Amendment, the Company and the Buyer hereby agree
as follows:
A. AMENDMENT. A new Section 10 is added to the Securities Purchase Agreement
as follows:
"Section 10. Limitations on number of shares to be issued.
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Notwithstanding any other provision of this Securities Purchase Agreement,
the aggregate number of shares that may be issued pursuant to this Securities
Purchase Agreement shall not be greater than 9,215,406 shares (which does not
exceed 19.99% of the 46,308,573 outstanding shares of Common Stock as of the
date of the Securities Purchase Agreement), unless and until Hyperdynamics
Corporation's shareholders approve (without the vote of any shares acquired in
this transaction and related transactions) a greater issuance."
B. In all other respects, the Securities Purchase Agreement remains the
same.
[SIGNATURES APPEAR ON THE NEXT PAGE]
IN WITNESS WHEREOF, the Buyer and the Company have caused this Amendment
Number One to the Securities Purchase Agreement to be duly executed as of the
date first written above.
COMPANY:
HYPERDYNAMICS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
Officer
BUYER:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Its: Portfolio Manager
