DEPOSIT ACCOUNT CONTROL (DEFAULT) AGREEMENT


 


This DEPOSIT ACCOUNT
CONTROL AGREEMENT is dated as of July 3, 2012, and is by and among (i) AMERICAN PETRO-HUNTER INC., a Nevada Corporation, and
any Subsidiary (as defined in the Purchase Agreement)(collectively the "Customer"), and (ii) ASYM ENERGY OPPORTUNITIES
LLC, a Delaware limited liability company, as Senior Lender and collateral agent (in such capacity, the “Senior Lender”)
pursuant to that certain Purchase Agreement dated as of July 3, 2012 (as amended, restated, supplemented or otherwise modified
from time to time, the “Purchase Agreement”) and other agreements delivered in connection therewith, by and among
Customer, Senior Lender and the “Purchaser” party thereto, and WELLS FARGO BANK, N.A., a national banking association
("Bank").


 


RECITALS


 


Senior Lender has extended,
and may in the future extend, certain credit facilities to Customer and its affiliates, and as a condition to such credit facilities,
Senior Lender has required that Customer grant to Senior Lender a security interest in certain deposit accounts maintained by Bank
for Customer. The parties are entering into this agreement to perfect Senior Lender’s security interests in and to the accounts
and to specify certain rights and duties of the parties with respect to the accounts.


 


AGREEMENTS


 


Section 1)       The
Accounts


 


(a)       This Agreement
applies to each depository account (including any money market accounts) maintained by Customer with Bank identified on Exhibit
A attached hereto and made a part hereof in addition to any similar account(s) established and maintained in the future (such
accounts, all funds at any time on deposit therein and any proceeds, additions, replacements or substitutions of such account or
funds therein are collectively referred to herein as "Deposit Account").


 


(b)       Customer, pursuant
to the First Lien Security Agreement, has granted a security interest in the Deposit Account to Senior Lender in the Deposit Account
referred to herein. Bank acknowledges the security interest granted by Customer to Senior Lender in the Deposit Account.


 


(c)       As of the date
of this Agreement, Bank does not know of any claim to or interest in the Deposit Account, except for claims and interests of the
parties hereto.


 


Section 2)       Control
of Deposit Account


 


(a)       As evidenced
by this Agreement, the Deposit Account shall be under the control of Senior Lender. Senior Lender shall at all times have "control"
(as defined in Section 8-106 of the Uniform Commercial Code as adopted in the state of New York) of the Deposit Account. Bank shall
comply with instructions originated by Controlling Lender (hereinafter defined) directing disposition of funds in the Deposit Account
without further consent by Customer. As used herein, “Controlling Lender” means (i) Senior Lender, until such time
as Senior Lender has provided Bank with a written notice that Senior Lender has ceased to be the Controlling Lender hereunder (such
notice being the “Controlling Lender Notice”). It is understood and agreed hereby that Bank shall rely exclusively
on a Controlling Lender Notice as to the determination of whether the Senior Lender is the Controlling Lender hereunder and shall
be under no obligation to make any independent investigation thereof.


 






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(b)       Unless Bank
shall have received written notice from Controlling Lender (a "Default Notice") that an "event of default"
has occurred under the loan documents between Customer and Controlling Lender (an "Event of Default"), Customer shall
have full right of access to and withdrawal from the Deposit Account in its normal and ordinary course of business.


 


(c)       Subject to paragraph
(b) above and paragraph (d) below, from and after the receipt by the Bank of a Default Notice (and until Bank receives a written
withdrawal of such notice), (i) Controlling Lender shall have exclusive dominion and control over the Deposit Account, (ii) neither
Customer nor any person acting through or on behalf of Customer shall have any right of access to or withdrawal from the Deposit
Account, and (iii) Bank shall not comply with any instructions originated by Customer or any such person directing disposition
of funds in the Deposit Account.


 


(d)       Any Default
Notice shall be in writing, shall refer to this Agreement and shall include clear and specific instruction with respect to the
disposition of funds in the Deposit Account. Bank shall have a period of time, not exceeding two (2) Business Days (hereinafter
defined) following the date on which Bank receives a Default Notice to act on such Default Notice. Bank may rely on a Default Notice
notwithstanding any other or conflicting information it may receive from Customer. As used in this Agreement, the term "Business
Day" means any day on which Bank and Senior Lender are not authorized or required to close.


 


Section 3)       Matters
Related to Deposit Account


 


(a)       Bank waives
any right it may now or hereafter have to apply amounts in the Deposit Account against the payment of any indebtedness from time
to time owing to Bank from Customer; provided, however, that Bank shall have the right at any time to debit the Deposit Account
(i) to pay the Bank's routine fees and charges applicable to the Deposit Account, (ii) in connection with Uncollectible Drafts
(hereinafter defined) as provided in paragraph (b) below, and (iii) in order to correct errors as provided in paragraph (c) below.


 


(b)       Any item deposited
by or on behalf of Customer in the Deposit Account which is returned for insufficient or uncollected funds will be re-deposited
by Bank one time. If such item is returned unpaid a second time or if such amount is otherwise uncollectible by Bank ("Uncollectible
Draft") (including by any "stop payment order" having been applied to such draft), Bank may debit the Deposit Account
for (i) the amount of such Uncollectible Draft (if such amount has actually been paid by Bank to Senior Lender), and (ii) any routine
fees due to Bank or charges incurred by Bank in connection with its deposit or collection attempts (collectively, "Costs of
Uncollectible Drafts"). If the amount in the Deposit Account is insufficient to fully reimburse Bank for the Costs of Uncollectible
Drafts, Customer and Controlling Lender agree to pay such deficiency to Bank (provided that Controlling Lender's obligations shall
be limited to any such amount that has not been paid in full by Customer within ten (10) Business Days after demand on Customer
by Bank and only to the extent that a Default Notice was in effect at the time the Costs of Uncollectible Drafts arose and the
Controlling Lender received proceeds from the corresponding Uncollectibable Draft).


 


(c)       Bank shall have
the right to debit from the Deposit Account any amounts deposited therein in error or as necessary to correct processing errors.


 



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(d)       Senior Lender
and Customer agree that, except as specifically provided in this Agreement, the Deposit Account will be subject to, and Bank's
operation of the Deposit Account will be in accordance with, the terms and provisions of Bank's separate deposit account agreement
governing the Deposit Account ("Account Agreement"), a copy of which Customer and Senior Lender acknowledge having received.
In the event that the terms of the Account Agreement shall conflict with the terms of this Agreement, the terms of this Agreement
shall prevail.


 


Section 4)       Statements,
Notice of Adverse Claims


 


(a)       Bank will promptly
send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of
Customer and Senior Lender at their addresses listed below their signatures to this Agreement (or such other address as they may
provide to Bank).


 


(b)       Bank will promptly
notify Senior Lender and Customer (i) if any other person claims that it has an interest in the Deposit Account, (ii) if any other
person requests that Bank enter into an agreement related to the Deposit Account with such person, or (iii) if any other person
inquires as to the existence of any other agreement related to the Deposit Account.


 


Section 5.        Certain
Matters Affecting Bank


 


(a)       This Agreement
does not create any obligation of Bank except for those expressly set forth in this Agreement, and no implied obligations shall
be read into this Agreement against Bank.


 


(b)       Bank may rely
on notices and communications it reasonably believes have been given by an authorized representative of Senior Lender or Customer,
and Bank shall have no obligation to review or confirm that actions taken pursuant to any such notice in accordance with this Agreement
comply with any other agreement or document.


 


(c)       Bank shall not
be liable under this Agreement for interruption of services under this Agreement resulting from force majeure or failure
of computer, electronic or other services.


 


(d)       If Customer
becomes subject to a bankruptcy proceeding or if Bank is otherwise served with legal process by any third party asserting an adverse
claim against the Deposit Account or any sums on deposit therein which Bank reasonably believes affects funds deposited in the
Deposit Account, Bank shall have the right to place a hold on funds in the Deposit Account until such time as Bank receives an
appropriate court order or other assurances reasonably satisfactory to Bank establishing that funds may continue to be disbursed
in accordance with this Agreement.


 


(e)       If at any time
Bank, in good faith and in its reasonable judgment, is in reasonable doubt as to the action it should take under this Agreement,
Bank shall have the right (i) except as to amounts certified by Customer as necessary for core operations of Customer, to place
a hold on funds in the Deposit Account until such time as Bank receives instructions from Controlling Lender or other assurances
reasonably satisfactory to Bank as to the disposition of funds in the Deposit Account, or (ii) to commence an interpleader action
in an appropriate court and to take no further action except in accordance with instructions from Controlling Lender or in accordance
with the final order of the court in such action.


 



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(f)       All Bank's obligations
under this Agreement shall be subject to applicable laws and regulations and to the policies and procedures of Bank. Nothing in
this Agreement shall required Bank to act in violation of any law, regulation, policy or procedure.


 


(g)       Bank will not
be liable to any party hereunder for any expense, claim, cause of action, liability, loss, damage or cost arising out of or relating
to the Deposit Account or this Agreement other than those resulting from Bank’s acts or omissions constituting negligence
or willful misconduct, and Company agrees to indemnify and hold Bank harmless from any such expense, claim, cause of action, liability,
loss, damages or cost resulting from actions the Bank takes in accordance with the provisions of this Agreement. Except with respect
to Bank's obligations under Section 2 of this Agreement (for which full compliance with the terms of this Agreement shall be deemed
to be the exercise of ordinary care), Bank’s substantial compliance with its standard procedures for provision of the services
required under this Agreement shall be deemed to constitute the exercise of ordinary care.


 


(h)       Bank shall not
be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties,
acts of God, terrorist acts, and other causes beyond Bank’s reasonable control. In no event shall Bank be liable for any
indirect, special, consequential, exemplary or punitive damages including, without limitation, lost profits.


 


Section 6.       Fees
and Expenses


 


Customer shall pay
the customary fees and expenses of Bank in connection with the Deposit Account. Customer shall also pay all costs and expenses
(including reasonable attorneys fees incurred in connection with the interpretation or enforcement of this Agreement). Such fees
and expenses may be debited from the Account by Bank.


 


Section 7.       Termination,
Survival


 


(a)       Upon an Event
of Default, Senior Lender may terminate this Agreement by giving joint written notice to Bank and Customer and shall terminate
this Agreement when the security interest granted pursuant to the First Lien Security Agreement has been terminated, and in such
event Bank shall follow the written directions of Controlling Lender with respect to the disposition of funds in the Deposit Account.
Bank may terminate this Agreement upon sixty (60) days written prior notice to Customer and Senior Lender, and in such event Bank
shall follow the directions of Controlling Lender with respect to the disposition of funds in the Deposit Account. Customer may
not terminate this Agreement without prior written consent of Senior Lender. Termination of this Agreement does not terminate the
Deposit Accounts.


 


(b)       If Senior Lender
notifies Bank that Senior Lender's security interest in the Deposit Account has terminated, this Agreement will immediately terminate,
and Bank will follow the directions of Customer with respect to the disposition of funds in the Deposit Account.


 


(c)       Section 5 of
this Agreement shall survive the termination of this Agreement.


 



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Section 8.       Governing
Law and Venue 


 


(a)       This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and supersedes all other oral or written representations
and understandings. The formation, interpretation, and performance of this Agreement shall be governed by the internal laws of
the State of New York. This Agreement may only be amended or modified in writing signed in advance by Senior Lender, Company and
an authorized representative of Wells Fargo Bank, N.A. All parties have carefully read and understand this Agreement, and acknowledge
receipt of a copy hereof.


 


(b)       The parties expressly stipulate that
any litigation arising under this Agreement shall be brought in any court of appropriate jurisdiction sitting in New York City,
Borough of Manhattan, New York. The parties agree that New York be both the place of making and the place of performance of this
Agreement and all parties consent to jurisdiction in the State of New York.


 


(c)        To the fullest extent permitted
by law, each of the parties hereto intentionally and deliberately gives up the right to a trial by jury to resolve each dispute,
claim, demand, cause of action and controversy between the parties hereto arising out of, or related to, this Agreement.


 


Section 9.       Amendments


 


No amendments of this
Agreement will be binding unless it is in writing and signed by all parties to this Agreement.


 


Section 10.       Severability


 


To the extent a provision
of this Agreement is unenforceable; this Agreement will be construed as if the unenforceable provision were omitted.


 


Section 11.       Successors
and Assigns


 


The terms of this agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assignees.


 


Section 12.       Notices


 


Any notice, request
or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly
given (a) when delivered in person, (b) when sent by telecopy or other electronic means and electronic conformation of error free
receipt is received or (c) two (2) days after being sent by certified or registered United States mail, return receipt requested,
postage prepaid, addressed to the party at the address set forth bellow.


 


	Customer:	American Petro-Hunter Inc.
	Address:	17470 North Pacesetter Way
	 	Scottsdale, AZ  85255
	Attention:	Robert  McIntosh
	Telephone Number:	(480) 305-2052
	Fax Number:	(480) 305-2001
	Email:	rm@aaphinfo.com


 






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	Senior Lender:	ASYM Energy Opportunities LLC
	 	c/o ASYM Energy Partners LLC
	Address:	1055 Washington Blvd,
	 	Suite 410
	 	Stamford, CT  06901
	Attention:	Greg Imbruce
	Telephone Number:	(203) 595-5600
	Fax Number:	(203) 742-1660
	Email:	admin@asymenergy.com


 


 


	Bank:	Wells Fargo Bank, N.A.
	Address:	8601 N. Scottsdale Rd
	 	Suite 250
	 	Scottsdale, AZ  85253
	Attention:	Doug Johnston
	Telephone Number:	(480) 348-5032
	Fax Number:	(480) 348-5406
	Email:	doug.johnston@wellsfargo.com


 


Section 13.    Joint
and Several Obligations


 


If Customer consists
of more than one person or entity, each shall be jointly and severally liable to perform Customer's obligations under this Agreement.


 


Section 14.    Duplicate
Originals, Counterparts


 


This Agreement may
be executed in any number of may be executed in any number of counterparts (including by facsimile or other approved means of electronic
transmission), and by the different parties hereto or thereto on the same or separate counterparts, each of which shall be deemed
to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will
be bound by its own facsimile signature and that it accepts the facsimile signature of each other party.


 


Section 15.      Entire
Agreement


 


This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter hereof. There are no oral agreements among the parties
hereto. 


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective authorized officers, effective as of the date
first above written.


 


	 	CUSTOMER:	AMERICAN PETRO-HUNTER INC., a Nevada corporation
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	Robert B. McIntosh
	 	 	 
	 	Title:	President and Chief Executive Officer


 


	 	SENIOR LENDER:	ASYM ENERGY OPPORTUNITIES LLC,  a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	Greg Imbruce
	 	Title:	President


 


	 	BANK:	Wells Fargo Bank, N.A.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	Title: