LIEN TERMINATION
AGREEMENT


 


This LIEN TERMINATION
AGREEMENT (this “Agreement”) is made as of July 3, 2012 (“Effective Date”) by and between
Maxum Overseas Fund (the “Secured Party”) and American Petro-Hunter, Inc., a Nevada corporation (the “Company”
and collectively with the Secured Party, the “Parties”).


 


RECITAL


 


A.           The
Company and the Secured Party are parties to that certain Security Agreement, dated May 4, 2011 (the “Security Agreement”),
pursuant to which the Company granted a security interest in certain Collateral (as defined in the Security Agreement) of the Company
to the Secured Party (the “Security Interest”).


 


B.           The
Company and the Secured Party are parties to that certain Amended and Restated Convertible Debenture, dated May 4, 2011, as amended
(the “Convertible Debenture”), pursuant to which the Secured Party has the right to convert the outstanding
principal balance and interest under the Convertible Debenture into shares of the Company’s common stock (“Common
Stock”) at $0.25 per share (the “Conversion Price”).


 


C.           Between
December 1, 2011 and July 3, 2012, the remaining outstanding principal balance and interest of the Convertible Debenture (“Total
Debt Amount”) was converted by Secured Party into Common Stock (the “Debt Conversions”).


 


D.           In
connection with a proposed debt financing of the Company by ASYM Energy Partners LLC (“ASYM”), Secured Party
agreed to undertake the Debt Conversions and the Parties have agreed to terminate the Security Agreement and the Security Interest
contemplated thereby in exchange for the grant to the Secured Party of certain antidilution protections for the Debt Conversions
(the “Conversion Price Adjustments”).


 


E.           In
connection with each distribution pursuant to the proposed ASYM debt financing, the Company will issue a warrant to ASYM (the “ASYM
Warrants”), the exercise price of which will be determined based upon certain financial measurements agreed to between
ASYM and the Company.


 


F.           The
Conversion Price Adjustments for the Debt Conversions will be based upon the exercise price of the ASYM Warrants.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Parties hereto,
intending to be legally bound, hereby agree as follows:


 


1.          Security
INTEREST.


 


1.1           Termination
of Security Interest. In consideration of the covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree that the Security Interest is hereby terminated
and the Security Agreement and any references to the Security Interest in any other documents between the Parties shall be of no
further force or effect.


 


1.2           Termination
Statement. Simultaneously with the execution of this Agreement, Secured Party will file a UCC-3 Termination Statement prepared
by the Company to indicate the termination of the Security Interest contemplated hereby, in any jurisdiction where the Security
Interest had been recorded.


 



    	 



    	 



    

 


1.3           Further
Assurances. The Secured Party will execute and deliver such other documents as may be reasonably necessary and requested by
the Company to release the Collateral from the Security Interest.


 


2.          Representations
and Warranties of the SECURED PARTY. The Secured Party hereby represents and warrants to the Company that the statements
contained in the following paragraphs of this Section 2 are all true and correct as of the date hereof.


 


2.1           Title.
The Secured Party owns all right, title and interest in and to the Security Interest and has not transferred, pledged or encumbered
in any way such Security Interest.


 


2.2           Authority.
The Secured Party has full power and authority to execute this Agreement and carry out the transactions and agreements contemplated
hereby.


 


2.3           Interest.
After giving effect to the termination contemplated in Section 1 above, the Secured Party will have no further security interest,
lien or encumbrance upon any assets of the Company.


 


3.          ANTi-DILUTION
PROTECTION.


 


3.1           ASYM
Warrant Exercise Price. The exercise price (“Warrant Exercise Price”) of the ASYM warrants issuable from
time to time shall be equal to the lower of: (i) $0.20 per share, (ii) 85% of the volume weighted average price per share (VWAP)
of Common Stock for the fifteen (15) days preceding the issuance of any loan to the Company by ASYM, or (iii) the trailing 90-day
net average daily oil production of the Company multiplied by $40,000, the product of which is reduced by the Company’s debt
and any obligations, thereafter divided by the Company’s fully diluted number of shares of Common Stock outstanding.


 


3.2           Additional
Share Issuance. In the event the Warrant Exercise Price for any ASYM Warrant issued in connection with a loan from ASYM is
less than the Conversion Price , the Company will issue to Secured Party additional shares of Common Stock in an amount equal to
(“Adjustment Shares”): [(Total Debt Amount/Warrant Exercise Price) less (Total Debt Amount/Conversion Price)] minus
any Adjustment Shares previously issued to Secured Party hereunder. By way of example only,


 


If the Warrant Exercise Price is $0.20 in connection with the
first loan from ASYM and the Total Debt Amount of $1,000,000, then the Adjustment Shares will equal: [($1,000,000/$0.20) - ($1,000,000/$0.25)]
- 0 = 1,000,000 shares.


 


If the Warrant Exercise Price is $0.15 in connection with the
second loan from ASYM, then the Adjustment Shares will equal: [($1,000,000/$0.15) - ($1,000,000/$0.25)] - 1,000,000 = 1,666,667
shares.


 


If the Warrant Exercise Price is $0.20 in connection with the
third loan from ASYM, then the Adjustment Shares will equal: [($1,000,000/$0.20) - ($1,000,000/$0.25)] - 2,666,667 = 0 shares.


 


3.3           Rights.
Any Common Stock issued to Secured Party pursuant to Section 3.2 above shall have the same rights, preferences and privileges and
be subject to the same restrictions on transfer as those shares issued in the applicable Debt Conversion.


 


3.4           Subsequent
Warrant Issuances. For the avoidance of doubt, the issuance of shares to Secured Party pursuant to Section 3.2 shall not preclude
the issuance of additional shares of Common Stock in the event the Warrant Exercise Price for any subsequent ASYM Warrant is lower
than the Warrant Exercise Price for the previous ASYM Warrant(s).


 



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4.          GENERAL
PROVISIONS.


 


4.1           Survival
of Warranties. The representations, warranties and covenants of the Secured Party contained in or made pursuant to this Agreement
shall survive the execution and delivery of this Agreement and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of the Company.


 


4.2           Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the Parties.


 


4.3           Governing
Law. This Agreement shall be governed by and construed under the internal laws of the State of Nevada as applied to agreements
among Nevada residents entered into and to be performed entirely within Nevada, without reference to principles of conflict of
laws or choice of laws and, to the extent applicable, by federal law.


 


4.4           Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


4.5           Headings.
The headings and captions used in this Agreement are used only for convenience and are not to be considered in construing or interpreting
this Agreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided,
refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated
herein by this reference.


 


4.6           Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be
enforceable in accordance with its terms, provided however that the Conversion Price Adjustments contemplated in Section 3 hereof
and the termination of the Security Interest contemplated in Section 1 are contingent upon each other.


 


4.7           Further
Assurances. From and after the date of this Agreement, upon the request of the Secured Party or the Company, the Company and
the Secured Party shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable
to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.


 


4.8           Waiver
and Amendment. Any of the terms and provisions of this Agreement may be waived at any time by the Party that is entitled to
the benefit thereof, but only by a written instrument executed by such Party. This Agreement may be amended only by an agreement
in writing executed by the Parties.


 


4.9           Delay
or Omission. No delay or omission to exercise any right, power or remedy accruing to any Party hereto shall impair any such
right, power or remedy of such Party nor be construed to be a waiver of any such right, power or remedy nor constitute any course
of dealing or performance hereunder.


 


[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]


 



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IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed and delivered as of the date first above written.


 


SECURED PARTY:


 


	Maxum Overseas Fund	 
	 	 
	By:	 	 
	 	 
	Name: Kenneth Taves	 
	 	 
	Title: Portfolio Manager	 


 


COMPANY:


 


American Petro-Hunter,
Inc.


a Nevada corporation


 


	By:	 	 
	 	Robert McIntosh	 
	 	Chief Executive Officer	 


 



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