Common use of Future Registration Clause in Contracts

Future Registration. The Shareholders understand that because the Common Stock has not been registered under the Act or any State Act, they must hold the Common Stock indefinitely, and cannot dispose of any or all of the Common Stock unless such Common Stock is subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. (a) The Shareholders acknowledge and understand that they have no independent right to require HyperDynamics to register the shares of Common Stock. The Shareholders further understand that HyperDynamics may, as a condition to the transfer of any of Common Stock, require that the request for transfer by a Shareholder be accompanied by an opinion of counsel, in form and substance satisfactory to HyperDynamics, provided at such Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. (b) Notwithstanding the generality of the foregoing, HyperDynamics agrees that on or before June 30, 1997, it will either (i) cause the Public Company to file a registration statement under the Securities Act of 1933 so as to allow the unrestricted resale of up to 500,000 shares of the Common Stock issuable to the Shareholders pursuant to the terms of this agreement, or (ii) cause the Public Company to arrange for the private resale of such shares on terms and conditions customary in similar transactions. In the event that the Public Company fails to obtain an order of effectiveness for such registration statement at a time when the stock price is at least $3.00 per share, or is unable to arrange for a private resale of such shares at a price of not less than $3.00 per share, then the Shareholders will have the option, for a period of 60 days, to surrender all shares of Public Company stock issuable to them in connection with the transactions contemplated hereby to the Public Company in exchange for 100% of the issued and outstanding common stock of HCCI and the Agency. (c) The Public Company will pay all costs and expenses relating to the registration, offer, and sale of the Securities, other than the fees of underwriters or brokers who sell shares on behalf of the Shareholders. Notwithstanding the foregoing, the manner and conduct of the registration, including the contents of the registration statement, will be entirely in the

Future Registration. The Shareholders AVR Shareholders, the AVR Warrant Holders and the AVR Option Holders understand and the subscription agreement to be executed by the Share Subscribers contain representations evidencing the fact that the Share Subscribers understand that because the Common Stock has Company's common stock and the Company's common stock purchase warrants to be issued to the Warrant Holders and the Option Holders have not been registered under the Act or any State Act, they must hold the Common Stock Company's common stock, the Company's common stock purchase warrants and the Company's options indefinitely, and cannot dispose of any or all of the Common Stock them unless such Common Stock is they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. (a) . The Shareholders AVR Shareholders, Warrant Holders and Option Holders acknowledge and understand and the subscription agreement to be executed by the Share Subscribers contain representations evidencing the fact that the Share Subscribers acknowledge and understand that (unless they have received an independent registration rights agreement executed by the Company pertaining to the Company's securities they hold) they have no independent right to require HyperDynamics the Company to register the shares of Common Stocksecurities held by them. The Shareholders AVR Shareholders, Warrant Holders and Option Holders further understand and the subscription agreement to be executed by the Share Subscribers contain representations evidencing the fact that the Share Subscribers further understand that HyperDynamics the Company may, as a condition to the transfer of any of Common Stockthe shares of the Company's common stock or the Company's common stock purchase warrants or options, require that the request for transfer by a Shareholder be accompanied by an opinion of counsel, in form and substance satisfactory to HyperDynamicsthe Company, provided at such AVR Shareholder's or Warrant Holder's or Option Holder's or Share Subscriber's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. (b) Notwithstanding the generality of the foregoing, HyperDynamics agrees that on or before June 30, 1997, it will either (i) cause the Public Company to file a registration statement under the Securities Act of 1933 so as to allow the unrestricted resale of up to 500,000 shares of the Common Stock issuable to the Shareholders pursuant to the terms of this agreement, or (ii) cause the Public Company to arrange for the private resale of such shares on terms and conditions customary in similar transactions. In the event that the Public Company fails to obtain an order of effectiveness for such registration statement at a time when the stock price is at least $3.00 per share, or is unable to arrange for a private resale of such shares at a price of not less than $3.00 per share, then the Shareholders will have the option, for a period of 60 days, to surrender all shares of Public Company stock issuable to them in connection with the transactions contemplated hereby to the Public Company in exchange for 100% of the issued and outstanding common stock of HCCI and the Agency. (c) The Public Company will pay all costs and expenses relating to the registration, offer, and sale of the Securities, other than the fees of underwriters or brokers who sell shares on behalf of the Shareholders. Notwithstanding the foregoing, the manner and conduct of the registration, including the contents of the registration statement, will be entirely in the

Future Registration. The Telenomics Shareholders understand that because the Common Stock has Company's Shares to be delivered to them have not been registered under the Act or any State Act, they must hold the Common Stock indefinitely, and cannot dispose of any or all of the Common Stock them unless such Common Stock is they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. (a) . The Telenomics Shareholders acknowledge and understand that that, except as provided herein, they have no independent right to require HyperDynamics the Company to register the shares of Common StockShares. The Telenomics Shareholders further understand that HyperDynamics the Company may, as a condition to the transfer of any of Common Stock, the Shares require that the request for transfer by a Shareholder be accompanied by an opinion of legal counsel, in form and substance satisfactory to HyperDynamicsthe Company, provided at such Telenomics Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. (b) Notwithstanding the generality of the foregoing, HyperDynamics agrees that on or before June 30, 1997, it will either (i) cause the Public Company to file a registration statement under the Securities Act of 1933 so as to allow the unrestricted resale of up to 500,000 shares of the Common Stock issuable to the Shareholders pursuant to the terms of this agreement, or (ii) cause the Public Company to arrange for the private resale of such shares on terms and conditions customary in similar transactions. In the event that the Public Company fails to obtain an order of effectiveness for such registration statement at a time when the stock price is at least $3.00 per share, or is unable to arrange for a private resale of such shares at a price of not less than $3.00 per share, then the Shareholders will have the option, for a period of 60 days, to surrender all shares of Public Company stock issuable to them in connection with the transactions contemplated hereby to the Public Company in exchange for 100% of the issued and outstanding common stock of HCCI and the Agency. (c) The Public Company will pay all costs and expenses relating to the registration, offer, and sale of the Securities, other than the fees of underwriters or brokers who sell shares on behalf of the Shareholders. Notwithstanding the foregoing, the manner Company agrees that, if at any time within the period beginning on the Closing Date and conduct ending five years after the Closing Date hereunder, it should file a registration statement with the Commission pursuant to the Act, registering thereunder any shares held by the Company's existing shareholders for resale by such existing shareholders, the Company, at its own expense, will offer the holder(s) of the Shares acquired pursuant to this Agreement the opportunity to participate in such registration; provided, including however, that the contents number of Shares that may be included by the Telenomics Shareholders in such registration shall be limited to that number determined by multiplying the number of Shares held by the Telenomics Shareholders by the ratio determined by dividing the number of Shares held by the Telenomics Shareholders by the total number of shares of the Company's restricted stock issued and outstanding at the time of filing such registration. This paragraph is not applicable to a registration statementstatement filed by the Company with the Commission on Form S-4 or Form S-8, will be entirely in theor any other inappropriate form.