American Petro-Hunter, Inc.: Exhibit 10.28 - Filed by newsfilecorp.com






EXCHANGE AGREEMENT

     EXCHANGE AGREEMENT (the
“Agreement”) is made as of the 25th day of April 2013 (the
“Effective Date”) by and between American Petro-Hunter, Inc., a
Nevada corporation (the “Company”), and Magna Group, LLC, a New
York limited liability company (the “Investor”).

     WHEREAS, on March 4, 2013,
the Company issued to the Investor a convertible promissory note in the
aggregate principal amount of $140,000, for a purchase price of $140,000 (the
“Hanover PIPE Note”);

     WHEREAS, the parties
hereto desire to exchange the Hanover PIPE Note, each of which has a conversion
price that varies with the market price of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), for a new convertible
promissory note, each with a conversion price that does not vary with the market
price of the Common Stock;

     WHEREAS, in exchange for
the Hanover PIPE Note, the Company has duly authorized the issuance to the
Investor of a convertible promissory note in the aggregate remaining principal
plus accrued interest amount of $71,000 in the form of the Hanover PIPE Note
(the “Exchanged Note”), except that the Exchanged Note shall be
convertible into shares of Common Stock at a conversion price of $0.008 per
share;

     WHEREAS, the exchange of
the Hanover PIPE Note for the Exchanged Note is being made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the 1933 Act (as
defined below).

     NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the premises and the mutual agreements,
representations and warranties, provisions and covenants contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:

     1. Exchange. On the
Effective Date, subject to the terms and conditions of this Agreement, the
Investor shall, and the Company shall, in reliance upon the exemption from
registration provided by Section 3(a)(9) of the Securities Act of 1933, as
amended (the “1933 Act”), exchange (a) the Hanover PIPE Note for
the Exchanged Note. On the Effective Date, the following transactions shall
occur (such transactions in this Section 1, the “Exchange”):

          (a)
Concurrently herewith, the Investor shall deliver or cause to be delivered to
the Company (or its designee) the Hanover PIPE Note, free and clear of all
liens. As of the Effective Date, all of the Investor’s rights under the Hanover
PIPE Note shall be extinguished.

          (b)
Concurrently herewith, in exchange for the Hanover PIPE Note, the Company shall
deliver or cause to be delivered to the Investor the Exchanged Note.




          (c)
The Company and the Investor shall execute and/or deliver such other documents
and agreements as are customary and reasonably necessary to effectuate the
Exchange.

     2. Transfer or Resale. The
Investor understands that: the Exchanged Notes and the shares of Common Stock
issuable upon conversion of the Exchanged Notes (the “Note Shares”
and, collectively with the Exchanged Notes, the “Securities”) have
not been and are not being registered under the 1933 Act or any state securities
or “blue sky” laws, the Securities constitute “restricted securities” as such
term is defined in Rule 144(a)(3) under the 1933 Act, and the Securities may not
be offered for sale, sold, transferred, assigned, pledged or otherwise
distributed unless (A) subsequently registered thereunder, (B) the Investor
shall have delivered to the Company an opinion of counsel, in a form generally
acceptable to the Company’s legal counsel, to the effect that such Securities to
be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration, or (C) the Investor provides the Company
and its legal counsel with reasonable assurance that such Securities can be
sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated
under the 1933 Act (or a successor rule thereto) (collectively, “Rule
144”); (ii) any sale of the Securities made in reliance on Rule 144 may
be made only in accordance with the terms of Rule 144 and further, if Rule 144
is not applicable, any resale of the Securities under circumstances in which the
seller (or the Person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the
SEC thereunder; and (iii) neither the Company nor any other Person is under any
obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder.

     3. Legends. The Investor
understands that the certificates or other instruments representing the
Exchanged Notes and the Note Shares, except as set forth below, shall bear any
legends as required by applicable state securities or “blue sky” laws in
addition to a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock
certificates):


	
      NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
      MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
      TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR
      RULE 144A UNDER SAID ACT. 




2




     4. Ownership. The Investor
hereby represents and warrants to the Company that it is the record and
beneficial owner of, and has good and marketable title to, each of the Hanover
PIPE Notes, free and clear of any and all liens, security interests, charges or
encumbrances, agreements, voting trusts, proxies or other arrangements or
restrictions of any kind whatsoever.

     5. Indemnification. 

          5.1
Indemnification by the Company. The Company agrees to indemnify, hold
harmless, reimburse and defend the Investor, and its officers, directors,
agents, affiliates, members, managers, control persons, and principal
shareholders, against any claim, cost, expense, liability, obligation, loss or
damage (including reasonable legal fees) of any nature, incurred by or imposed
upon the Investor or any such person which results, arises out of or is based
upon (i) any material misrepresentation by Company or breach of any
representation or warranty by Company in this Agreement or in any exhibits or
schedules attached hereto, or other agreement delivered pursuant hereto; or (ii)
after any applicable notice and/or cure periods, any breach or default in
performance by the Company of any covenant or undertaking to be performed by the
Company hereunder, or any other agreement entered into by the Company and
Investor relating hereto. Notwithstanding anything herein to the contrary, in no
event shall the Company be liable to the Investor (in the aggregate) for more
than the product of (x) the number of Note Shares to be issued pursuant to this
Agreement and (y) $0.08.

          5.2
Indemnification by the Investor. The Investor agrees to indemnify, hold
harmless, reimburse and defend the Company and any of its officers, directors,
agents, affiliates, members, managers, control persons, and principal
shareholders, against any claim, cost, expense, liability, obligation, loss or
damage (including reasonable legal fees) of any nature, incurred by or imposed
upon the Investor or any such person which results, arises out of or is based
upon (i) any material misrepresentation by the Investor or breach of any
representation or warranty by the Investor in this Agreement or in any exhibits
or schedules attached hereto, or other agreement delivered pursuant hereto; or
(ii) after any applicable notice and/or cure periods, any breach or default in
performance by the Investor of any covenant or undertaking to be performed by
the Investor hereunder, or any other agreement entered into by the Company and
the Investor relating hereto. Notwithstanding anything herein to the contrary,
in no event shall the Investor be liable to the Company (in the aggregate) for
more than the product of (x) the number of Note Shares to be issued pursuant to
this Agreement and (y) $0.08.

     6. Miscellaneous

          6.1
Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and the respective successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

3




          6.2
Governing Law; Jurisdiction; Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state or federal courts
sitting in The City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

          6.3
Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

          6.4
Notices. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
(c) five (5) business days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent
to (a) in the case of the Company to American Petro-Hunter, Inc., 250 N. Rock
Rd. Suite 365, Wichita, KS 67206, Attention: Robert B. McIntosh, with a copy
(which shall not constitute notice) to Greenberg Traurig, LLP, The MetLife
Building, 200 Park Avenue, New York, NY 10166, Attention: Robert H. Cohen, Esq.;
Fax#: (212) 801-6400 or (b) in the case of the Investor, to the address as set
forth on the signature page or exhibit pages hereof or, in either case, at such
other address as such party may designate by TEN (10) business days advance
written notice to the other parties hereto.

          6.5
Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Investor. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon Investor and
the Company, provided that no such amendment shall be binding on a holder that does not consent thereto to
the extent such amendment treats such party differently than any party that does
consent thereto.

4




          6.6
Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

          6.7
Entire Agreement. This Agreement represents the entire agreement and
understandings between the parties concerning the Exchange and the other matters
described herein and therein and supersedes and replaces any and all prior
agreements and understandings solely with respect to the subject matter hereof
and thereof.

          6.8
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

          6.9
Interpretation. Unless the context of this Agreement clearly requires
otherwise, (a) references to the plural include the singular, the singular the
plural, the part the whole, (b) references to any gender include all genders,
(c) “including” has the inclusive meaning frequently identified with the phrase
“but not limited to” and (d) references to “hereunder” or “herein” relate to
this Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

5




     IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered as of the
date provided above.

	 	THE
      COMPANY 
	 	 
	 	AMERICAN
      PETRO-HUNTER, INC. 
	 	 
	 	By: 
	 	 	/s/ Robert McIntosh
	 	 	Name: Robert McIntosh
	 	 	Title: President & C.E.O.
	 	 	  
	 	INVESTOR:
    
	 	 
	 	MAGNA GROUP, LLC
    
	 	 
	 	By: 
	 	 	/s/ Joshua Sason
	 	 	Name: Joshua Sason
	 	 	Title: C.E.O.
	 	 	  
	 	Address for Notices:
  
	 	 
	 	c/o Magna Group 
	 	5 Hanover Square 
	 	New York, NY 10004
  
	 	 
	 	Jurisdiction of
      Residency: New York 
	 	 
	 	Fax#: (646) 737-9948
  
	 	 
	 	SSN#:
      _____________________


[Signature Page to Note Exchange Agreement]