5% Uses in Regulation M Compliance Clause

Regulation M Compliance

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and Hyperdynamics Corporation (the Company), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the Placement) of registered securities (the Securities) of the Company, including shares (the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in con

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities (other than for the Placement Agents placement of the Securities), or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Regulation M Compliance

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities (other than for the Placement Agent's placement of the Securities), or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii) of this Section 3(KK), compensation paid to the Placement Agent in connection with the Placement.

Regulation M Compliance

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities (other than for the placement agent's placement of the Securities) or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Regulation M Compliance

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities (other than for the placement agent's placement of the Securities) or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Regulation M Compliance

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and RXi Pharmaceuticals Corporation (the Company), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the Placement) of registered securities (the Securities) of the Company, including, but not limited to, shares (the Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Pla

Regulation M Compliance. Without giving effect to any actions taken by the Placement Agent, the Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities (other than for the Placement Agents placement of the Securities), or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Regulation M Compliance

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and Evergreen Energy Inc. (the Company), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the Placement) of registered securities (the Securities) of the Company, including shares (the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connec

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities (other than for the placement agents placement of the Securities), or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

Regulation M Compliance

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and Spectrum Pharmaceuticals, Inc. (the Company), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the Placement), of registered securities of the Company, consisting of shares (the Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), and warrants to purchase shares of Common Stock (the Warrants and together with the Shares, the Securities). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed

Regulation M Compliance. The Company has not, and to its actual knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company other than, in the case of clauses (ii) and (iii), services under this Agreement.

Regulation M Compliance

This letter (the Agreement) constitutes the agreement between Rodman & Renshaw, LLC (Rodman or the Placement Agent) and Spectrum Pharmaceuticals, Inc. (the Company), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement, to close on or prior to May 29, 2009 (the Placement), of registered securities of the Company, consisting of shares (the Shares) of the Companys common stock, par value $.001 per share (the Common Stock), and warrants to purchase shares of Common Stock (the Warrants and together with the Shares, the Securities). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and collectively, the Purchasers) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This

Regulation M Compliance. The Company has not, and to its actual knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company other than, in the case of clauses (ii) and (iii), services under this Agreement.