American Petro-Hunter, Inc.: Exhibit 10.27 - Filed by newsfilecorp.com






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, IN A FORM GENERALLY ACCEPTABLE TO THE
COMPANY’S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

	 	 	 
	 	Principal Amount: 	 
       $71,000.00 
	 	Original Issue Date: 	March 4, 2013 
	 	Exchange Date: 	April 25, 2013 
	 	Maturity Date: 	September 4, 2013  


CONVERTIBLE PROMISSORY NOTE

     FOR VALUE RECEIVED, AMERICAN
PETRO-HUNTER, INC., a Nevada corporation (hereinafter called
“Borrower” or the “Company”), hereby promises to pay
to MAGNA GROUP, LLC, (the “Holder”) or order, without demand, the
aggregate principal amount of FIFTY-ONE THOUSAND FIVE HUNDRED DOLLARS
($71,000.00) (the “Principal Amount”), together with interest
thereon from March 4, 2013 (the “Original Issue Date”),
payable on September 4, 2013 (the “Maturity Date”).
Interest shall accrue at a rate of twelve percent (12%) per annum, compounded
annually.

     This Convertible Promissory Note
(including all convertible promissory notes issued in exchange, transfer or
replacement hereof, this “Note”) is issued in exchange for an
outstanding Convertible Promissory Note, dated as of the Original Issue Date (as
set forth above), with an original principal amount of U.S. $140,000.00 and an
outstanding principal plus accrued but 




ARTICLE I 
GENERAL PROVISIONS

     1.1 Conversion Privileges.
The conversion privileges set forth in Article II shall remain in full force and
effect immediately from the date hereof and until Note is paid in full
regardless of the occurrence of an Event of Default but subject to Article II.
The Principal Amount of Note together with all unpaid interest accrued thereon
and any other amounts payable hereunder, or such portion thereof, that has not
previously been converted into common stock, $0.001 par value, of the Company
(the “Common Stock”) in accordance with Article II hereof, if any,
shall be payable in full on the Maturity Date.

     1.2 Payment of Interest.
There shall be no periodic payments of interest on this Note.

ARTICLE II 
CONVERSION RIGHTS

     The Holder shall have the right
to convert the Principal Amount together with all unpaid interest accrued
thereon of this Note into shares of the Borrower’s Common Stock as set forth
below.

     2.1 Conversion into the
Borrower’s Common Stock. 

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          (a)
Conversion Price. The conversion price (the “Conversion
Price”) in effect on any date of conversion shall be equal to $0.008
(subject to equitable adjustments for stock splits, stock dividends or rights
offerings by the Borrower relating to the Borrower’s securities or the
securities of any subsidiary of the Borrower, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events).

          (b)
Conversion. The Holder shall have the option, but shall not be required,
to convert all or a portion of the Note into a number of fully paid and
non-assessable shares of Common Stock (the “Conversion Shares”).
The number of Conversion Shares issuable upon a conversion hereunder shall be
determined by the quotient obtained by dividing (x) the outstanding Principal
Amount together with all unpaid interest accrued thereon of this Note to be
converted by (y) the Conversion Price.

          (c)
Mechanics of Conversion. As a condition to effecting the conversion set
forth in Section 2.1(b) above, the Holder shall properly complete and deliver to
the Company a Notice of Conversion, a form of which is annexed hereto as
Exhibit A (the “Notice of Conversion”), which notice must
be received by the Company at least one (1) Trading Day prior to the Maturity
Date. The Notice of Conversion shall set forth the Principal Amount together
with all unpaid interest accrued thereon of this Note to be converted and the
date on which such conversion shall be effected (such date, the
“Conversion Date”). If no Conversion Date is specified in a Notice
of Conversion, the Conversion Date shall be the date that such Notice of
Conversion is deemed delivered hereunder. Upon timely delivery to the Borrower
of the Notice of Conversion, certificates evidencing that number of shares of
Common Stock for the portion of the Note converted in accordance herewith shall
be transmitted by the Company’s transfer agent to the Holder by crediting the
account of the Holder’s prime broker with The Depository Trust Company through
its Deposit / Withdrawal at Custodian system if the Company is then a
participant in such system and either (A) there is an effective registration
statement permitting the issuance of the Conversion Shares to, or resale of the
Conversion Shares by, the Holder or (B) the shares are eligible for resale by
the Holder without volume or manner-of-sale limitations pursuant to Rule 144,
and otherwise by physical delivery to the address specified by the Holder in the
Notice of Conversion by the date that is three (3) Trading Days after the
Conversion Date (such third day being the “Share Delivery
Date”).

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          (d)
Obligation to Deliver Conversion Shares Absolute; Certain Remedies. 

               (i)
Obligation Absolute. The Company’s obligations to issue and deliver the
Conversion Shares upon conversion of this Note in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person
of any obligation to the Company or any violation or alleged violation of law by
the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of such Conversion Shares; provided, however, that such
delivery shall not operate as a waiver by the Company of any such action the
Company may have against the Holder. In the absence of such injunction, the
Company shall issue Conversion Shares or, if applicable, cash, upon a properly
noticed conversion.

               (ii)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
Conversion. In addition to any other rights available to the Holder, if the
Company fails for any reason to deliver to the Holder such certificate or
certificates by the Share Delivery Date pursuant to Section 2.1(c), and if after
such Share Delivery Date the Holder is required by its brokerage firm to
purchase (in an open market transaction or otherwise), or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Conversion Shares which the Holder was entitled to
receive upon the conversion relating to such Share Delivery Date (a
“Buy-In”), then the Company shall (A) pay in cash to the Holder
(in addition to any other remedies available to or elected by the Holder) the
amount, if any, by which (x) the Holder’s total purchase price (including any
brokerage commissions) for the Common Stock so purchased exceeds (y) the product
of (1) the aggregate number of shares of Common Stock that the Holder was
entitled to receive from the conversion at issue multiplied by (2) the actual
sale price at which the sell order giving rise to such purchase obligation was
executed (including any brokerage commissions) and (B) at the option of the
Holder, either reissue (if surrendered) this Note in a Principal Amount equal to
the Principal Amount of the attempted conversion (in which case such conversion
shall be deemed rescinded) or deliver to the Holder the number of shares of
Common Stock that would have been issued if the Company had timely complied with its delivery requirements
under Section 2.1(c) (the “Buy-In Liquidated Damages”). For
example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted conversion of this Note
with respect to which the actual sale price of the Conversion Shares (including
any brokerage commissions) giving rise to such purchase obligation was a total
of $10,000 under clause (A) of the immediately preceding sentence, the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such
loss.

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               (iii)
Rescission. If, in the case of any Notice of Conversion, such certificate
or certificates are not delivered to or as directed by the applicable Holder by
the Share Delivery Date, the Holder shall be entitled to elect by written notice
to the Company at any time on or before its receipt of such certificate or
certificates, to rescind such Conversion, in which event the Company shall
promptly return to the Holder any original Note delivered to the Company and the
Holder shall promptly return to the Company the Common Stock certificates issued
to such Holder pursuant to the rescinded Conversion Notice. 

          (e)
Adjustment. The number and kind of shares or other securities to be
issued upon conversion determined pursuant to Section 2.1(b), shall be subject
to adjustment, from time to time, upon the happening of certain events while
this conversion right remains outstanding, as follows:

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               (i) Fundamental Transaction. If, at any time while this Note is outstanding,
(i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person,
(ii) the Company, directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct
or indirect, purchase offer, tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the holders of 50% or more
of the outstanding Common Stock, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
  exchange pursuant to which the Common Stock is effectively converted into or
  exchanged for other securities, cash or property, or (v) the Company, directly
  or indirectly, in one or more related transactions consummates a stock or share
  purchase agreement or other business combination (including, without limitation,
  a reorganization, recapitalization, spin-off or scheme of arrangement) with
  another Person whereby such other Person acquires more than 50% of the
  outstanding shares of Common Stock (not including any shares of Common Stock
  held by the other Person or other Persons making or party to, or associated or
  affiliated with the other Persons making or party to, such stock or share
  purchase agreement or other business combination) (each a “Fundamental
    Transaction”), then, upon any subsequent conversion of this Note, the
  Holder shall have the right to receive, for each Conversion Share that would
  have been issuable upon such conversion immediately prior to the occurrence of
  such Fundamental Transaction (without regard to any limitation in Section 2.3 on
  the conversion of this Note), the number of shares of Common Stock of the
  successor or acquiring corporation or of the Company, if it is the surviving
  corporation, and any additional consideration (the “Alternate
    Consideration”) receivable as a result of such Fundamental Transaction
  by a holder of the number of shares of Common Stock for which this Note is
  convertible immediately prior to such Fundamental Transaction (without regard to
  any limitation in Section 2.3 on the conversion of this Note). For purposes of
  any such conversion, the determination of the Conversion Price shall be
  appropriately adjusted to apply to such Alternate Consideration based on the
  amount of Alternate Consideration issuable in respect of one (1) share of Common
  Stock in such Fundamental Transaction, and the Company shall apportion the
  Conversion Price among the Alternate Consideration in a reasonable manner
  reflecting the relative value of any different components of the Alternate
  Consideration. If holders of Common Stock are given any choice as to the
  securities, cash or property to be received in a Fundamental Transaction, then
  the Holder shall be given the same choice as to the Alternate Consideration it
  receives upon any conversion of this Note following such Fundamental
  Transaction. The Company shall cause any successor entity in a Fundamental
  Transaction in which the Company is not the survivor (the “Successor
    Entity”) to assume in writing all of the obligations of the Company
  under this Note and the other Transaction Documents in accordance with the
  provisions of this Section 2(e)(i) pursuant to written agreements in form and
  substance reasonably satisfactory to the Holder and approved by the Holder
  (without unreasonable delay) prior to such Fundamental Transaction and shall, at
  the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the
Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Note which is convertible for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon
conversion of this Note (without regard to any limitations on the conversion of
this Note) prior to such Fundamental Transaction, and with a conversion price
which applies the conversion price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such conversion price being
for the purpose of protecting the economic value of this Note immediately prior
to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Note and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Note and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company
herein.

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               (ii)
Stock Dividends and Stock Splits. If the Company, at any time while this
Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions payable in shares of Common Stock on shares of Common Stock or
any Common Stock Equivalents (which, for avoidance of doubt, shall not include
any shares of Common Stock issued by the Company upon conversion of, or payment
of interest on, the Note), (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, (iii) combines (including by way of a reverse
stock split) outstanding shares of Common Stock into a smaller number of shares
or (iv) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of the Company, then the Conversion Price
shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock (excluding any treasury shares of the Company)
outstanding immediately before such event, and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re
classification.

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          (f)
Notice of Adjustment. Upon the occurrence of an event specified in
Section 2.1(e), the Borrower shall promptly mail to the Holder a notice setting
forth the adjustment and setting forth a statement of the facts requiring such
adjustment, provided that any additional notice requirements set forth in
Section 2.1(e)(i) shall also be applicable.

          (g)
Reservation of Shares. At such time when necessary, Borrower:

               (i)
will reserve from its authorized and unissued Common Stock a sufficient amount
of Common Stock to permit the full conversion of Note;

               (ii)
represents that upon issuance, such shares will be duly and validly issued,
fully paid and non-assessable; and

               (iii)
agrees that its issuance of Note shall constitute full authority to its
officers, agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary certificates
for shares of Common Stock upon the conversion of Note.

     2.2 Method of Conversion.
Note may be converted by the Holder, in whole or in part, as described in
Section 2.1(a) hereof and the Purchase Agreement. Upon partial conversion of
Note, a new Note containing the same date and provisions of Note shall, at the
request of the Holder, be issued by the Borrower to the Holder for the principal
balance of Note and interest which shall not have been converted or paid.

     2.3 Limitations on
Conversion. Notwithstanding anything to the contrary contained in this Note,
this Note shall not be convertible by the Holder hereof, and the Company shall
not effect any conversion of this Note or otherwise issue any shares of Common
Stock pursuant hereto, to the extent (but only to the extent) that the Holder or
any of its affiliates would beneficially own in excess of 4.99% (the
“Maximum Percentage”) of the Common Stock. To the extent the above
limitation applies, the determination of whether this Note shall be convertible
(vis-à-vis other convertible, exercisable or exchangeable securities owned by
the Holder) shall, subject to such Maximum Percentage limitation, be determined
on the basis of the first submission to the Company for conversion, exercise or
exchange (as the case may be). No prior inability to convert this Note, or to
issue shares of Common Stock, pursuant to this paragraph shall have any effect
on the applicability of the provisions of this paragraph with respect to any
subsequent determination of convertibility. For purposes of this paragraph,
beneficial ownership and all determinations and calculations (including, without
limitation, with respect to calculations of percentage ownership) shall be
determined in accordance with Section 13(d) of the Securities Act of 1934, as
amended, and the rules and regulations promulgated thereunder. The provisions of
this paragraph shall be implemented in a manner otherwise than in strict
conformity with the terms of this paragraph to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Maximum
Percentage beneficial ownership limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this paragraph shall apply
to a successor Holder of this Note. The holders of Common Stock shall be third
party beneficiaries of this paragraph and the Company may not waive this
paragraph without the consent of holders of a majority of its Common Stock. For
any reason at any time, upon the written or oral request of the Holder, the
Company shall within two (2) Trading Days confirm orally to the Holder and, if
requested, in writing to the Holder the number of shares of Common Stock then
outstanding, including by virtue of any prior conversion or exercise of
convertible or exercisable securities into Common Stock, including, without
limitation, pursuant to this Note or securities issued pursuant to the Purchase
Agreement.

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ARTICLE III 
EVENT OF DEFAULT

     The occurrence of any of the
following events of default (“Event of Default”) shall, at the
option of the Holder hereof, make the outstanding Principal Amount plus all
other amounts payable under this Note immediately due and payable in cash at the
Mandatory Default Amount (as defined below), upon demand:

     3.1 Failure to Pay. The
Borrower fails to pay the Principal Amount or other sum due under Note when
due.

     3.2 Breach of Covenant.
The Borrower breaches any material covenant of the Purchase Agreement or Note in
any material respect and such breach, if subject to cure, continues for a period of FIFTEEN (15) Trading Days after
written notice to the Borrower from the Holder.

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     3.3 Breach of Representations
and Warranties. Any material representation or warranty of the Borrower
made, in the Purchase Agreement or in any certificate delivered pursuant to the
Purchase Agreement, said statement or certificate given in writing pursuant
hereto or in connection therewith shall be false or misleading in any material
respect as of the date made and the Closing Date.

     3.4 Receiver or Trustee.
The Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business; or such a receiver or trustee
shall otherwise be appointed.

     3.5 Judgments. Any money
judgment, writ or similar final process shall be entered or filed against
Borrower or any of its property or other assets for more than ONE MILLION
DOLLARS ($1,000,000.00) and shall remain unvacated, unbonded or unstayed for a
period of FORTY-FIVE (45) days.

     3.6 Bankruptcy.
Bankruptcy, reorganization, insolvency proceeding, liquidation proceedings or
other proceedings or relief under any bankruptcy law or any law, or the issuance
of any notice in relation to such event, for the relief of debtors shall be
instituted by or against the Borrower and if instituted against them are not
dismissed within FORTY-FIVE (45) Trading Days of initiation.

     3.7 Non-Payment. A default
by the Borrower under any one or more obligations in an aggregate monetary
amount in excess of ONE MILLION DOLLARS ($1,000,000.00) for more than TWENTY
(20) Trading Days after notice to the Borrower from the Holder, unless the
Borrower is contesting the validity of such obligation in good faith and has
segregated cash funds equal to not less than one-half of the contested
amount.

     3.8 Failure to Deliver Common
Stock or Replacement Note. Borrower’s failure to deliver Common Stock to the
Holder pursuant to and in the form required by Note within TEN (10) Trading Days
after the applicable Conversion Date.

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     3.9 Reservation Default.
Failure by the Borrower to have reserved for issuance upon conversion of this
Note the amount of Common stock as set forth in this Note for more than NINETY
(90) days after notice to the Borrower from the Holder.

     Upon the payment in full of the
Mandatory Default Amount, the Holder shall promptly surrender this Note to or as
directed by the Company. In connection with such acceleration described herein,
the Holder need not provide, and the Company hereby waives, any presentment,
demand, protest or other notice of any kind, and the Holder may immediately and
without expiration of any grace period enforce any and all of its rights and
remedies hereunder and all other remedies available to it under applicable law.
For purposes of this Article III, “Mandatory Default Amount” means
the sum of (a) the greater of (i) the outstanding Principal Amount of this Note,
divided by the Conversion Price on the date the Mandatory Default Amount is
either (A) demanded (if demand or notice is required to create an Event of
Default) or otherwise due or (B) paid in full, whichever has a lower Conversion
Price, multiplied by the VWAP on the date the Mandatory Default Amount is either
(x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP,
or (ii) 100% of the outstanding principal amount of this Note, and (b) all other
amounts, costs, expenses and liquidated damages due in respect of this Note.

ARTICLE IV 
NEGATIVE COVENANTS

     4.1 Negative Covenants. As
long as any portion of this Note remains outstanding, unless the Holder shall
have otherwise given prior written consent, the Company shall not, and shall not
permit any of the Subsidiaries to, directly or indirectly:

          (a)
other than Permitted Indebtedness (as defined below), enter into, create, incur,
assume, guarantee or suffer to exist any secured indebtedness for borrowed money
of any kind, including, but not limited to, a guarantee, on or with respect to
any of its property or assets now owned or hereafter acquired or any interest
therein or any income or profits therefrom; 

          (b)
other than Permitted Liens (as defined below), enter into, create, incur, assume
or suffer to exist any Liens of any kind, on or with respect to any of its
property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom;

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          (c)
repay, repurchase or offer to repay, repurchase or otherwise acquire for cash
more than a de minimis number of shares of its Common Stock other than
repurchases of Common Stock of departing officers and directors of the Company,
provided that such repurchases shall not exceed an aggregate of $150,000 during
the term of this Note; or

          (d)
pay cash dividends or distributions on any equity securities of the Company.

     4.2 Definitions. For the
purpose of this Note, the following definitions shall apply:

          (a)
“Permitted Indebtedness” means (i) the Indebtedness evidenced by
the Note, (ii) the Indebtedness existing on the Original Issue Date and set
forth on Schedule 5.19 attached to the Purchase Agreement, (iii)
unsecured Indebtedness incurred by the Company, which Indebtedness is not senior
in rank to the Note and does not mature prior to six months from the issue date
of such Indebtedness, (iv) Indebtedness secured by Permitted Liens, and (v)
extensions, refinancings and renewals of any items in clauses (i) through (iv)
above, provided that the principal amount is not increased (other than with
respect to the addition of existing or future interest due and payable
thereunder to the principal thereunder) or the terms modified to impose
materially more burdensome terms upon the Company or its Subsidiaries, as the
case may be.

          (b)
“Permitted Lien” means the individual and collective reference to
the following: (i) any Lien for taxes not yet due or delinquent or being
contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with GAAP, (ii) any statutory Lien arising
in the ordinary course of business by operation of law with respect to a
liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen's liens, mechanics' liens and other similar liens,
arising in the ordinary course of business with respect to a liability that is
not yet due or delinquent or that are being contested in good faith by
appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or
held by the Company or any of its Subsidiaries to secure the purchase price of
such equipment or indebtedness incurred solely for the purpose of financing the
acquisition or lease of such equipment, or (B) existing on such equipment at the
time of its acquisition, provided that the Lien is confined solely to the
property so acquired and improvements thereon, and the proceeds of such
equipment, (v) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type
described in clause (iv) above, provided that any extension, renewal or
replacement Lien shall be limited to the property encumbered by the existing
Lien and the principal amount of the Indebtedness being extended, renewed or
refinanced does not increase, (vi) leases or subleases and licenses and
sublicenses granted to others in the ordinary course of the Company's business,
not interfering in any material respect with the business of the Company and its
Subsidiaries taken as a whole, (vii) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payments of custom duties in
connection with the importation of goods, (viii) Liens arising from judgments,
decrees or attachments in circumstances not constituting an Event of Default,
(ix) Liens incurred in connection with Permitted Indebtedness under clause (i)
and, solely to the extent existing as of the Original Issue Date, clause (ii) of
the definition thereof (including any extensions, refinancings and renewals of
such Indebtedness that constitute Permitted Indebtedness).

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ARTICLE V 

REDEMPTION RIGHTS

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     5.1 Optional Redemption
Right. Subject to the provisions of this Article V, at any time (a) within
ninety (90) days after the Effective Date, the Company may deliver a notice to
the Holder (an “Optional Redemption Notice” and the date such
notice is deemed delivered hereunder, the “Optional Redemption Notice
Date”) of its irrevocable election to redeem all of the then outstanding
principal amount together with all unpaid interest accrued thereon of this Note
for cash at a redemption price equal to 115% multiplied by all of the then
outstanding principal amount together with all unpaid interest accrued thereon
of this Note, on the 20th Trading Day following the Optional
Redemption Notice Date (such date, the “Optional Redemption Date”,
such 20 Trading Day period, the “Optional Redemption Period” and
such redemption, the “Optional Redemption”), and (b) after ninety
(90) days after the Effective Date, the Company may deliver an Optional
Redemption Notice of its irrevocable election to redeem all of the then
outstanding principal amount together with all unpaid interest accrued thereon
of this Note for cash at a redemption price equal to 150% multiplied by all of
the then outstanding principal amount together with all unpaid interest accrued
thereon of this Note, on the Optional Redemption Date. The Optional Redemption
Amount is payable in full on the Optional Redemption Date. The Company may only
effect an Optional Redemption if each of the Equity Conditions (as defined below) shall have been met (unless
  waived in writing by the Holder) on each Trading Day during the period
  commencing on the Optional Redemption Notice Date through to the Optional
  Redemption Date and through and including the date payment of the Optional
  Redemption Amount is actually made in full. If any of the Equity Conditions
  shall cease to be satisfied at any time during the Optional Redemption Period,
  then the Holder may elect to nullify the Optional Redemption Notice by notice to
  the Company within 3 Trading Days after the first day on which any such Equity
  Condition has not been met in which case the Optional Redemption Notice shall be
  null and void, ab initio. The Company covenants and agrees that it will
  honor all Notices of Conversion tendered from the time of delivery of the
  Optional Redemption Notice through the date all amounts owing thereon are due
  and paid in full. “Equity Conditions” means, during the period in
  question, (a) the Company shall have duly honored all conversions and
  redemptions scheduled to occur or occurring by virtue of one or more Notices of
  Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
  damages and other amounts owing to the Holder in respect of this Note, (c)(i)
  there is an effective Registration Statement pursuant to which the Holder is
  permitted to utilize the prospectus thereunder to resell all of the Conversion
  Shares issuable upon conversion of such portion of this Note subject to an
  Optional Redemption (and the Company believes, in good faith, that such
  effectiveness will continue uninterrupted for such period) or (ii) all of the
  Conversion Shares issuable upon conversion of such portion of this Note subject
  to an Optional Redemption may be resold pursuant to Rule 144 during such period,
  (d) the Common Stock is trading on a Trading Market and all of the shares
  issuable pursuant to the Transaction Documents are listed or quoted for trading
  on such Trading Market (and the Company believes, in good faith, that trading of
  the Common Stock on a Trading Market will continue uninterrupted for the
  foreseeable future), (e) there is a sufficient number of authorized but unissued
  and otherwise unreserved shares of Common Stock for the issuance of all of the
  Conversion Shares issuable upon conversion of such portion of this Note being
  redeemed at such time, (f) there is no existing Event of Default and, to the
  actual knowledge of the Company, no existing event which, with the passage of
  time or the giving of notice, would constitute an Event of Default, (g) the
  issuance of the shares issuable to the Holder upon conversion of such portion of
  this Note subject to an Optional Redemption would not violate the limitations
  set forth in Section 2.3 under this Note, (h) there has been no public
  announcement of a pending or proposed Fundamental Transaction that has not been
  consummated or abandoned, and (i) the applicable Holder is not in possession of any information provided by the Company that
  constitutes, or may constitute, material non-public information.

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     5.2 Right to Convert.
Notwithstanding the foregoing, the Holder may elect to convert the outstanding
principal amount of the Note subject to an Optional Redemption Notice pursuant
to Article II at any time prior to actual payment in cash for any redemption
under this Section 5 by the delivery of an irrevocable Notice of Conversion to
the Company.

ARTICLE VI 
UNSECURED NOTE

     6.1 Unsecured Note. Note
is an unsecured obligation of the Borrower.

ARTICLE VII 
MISCELLANEOUS

     7.1 Failure or Indulgence Not
Waiver. No failure or delay on the part of Holder hereof in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege. All rights and remedies existing hereunder are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

     7.2 Notices. All notices,
requests, demands, consents, instructions or other communications required or
permitted hereunder shall be in writing and either faxed, mailed or delivered to
each party at the respective addresses of the parties as set forth in the
Purchase Agreement or at such other address or facsimile number as a party shall
furnished to the other party in writing. All such notices and communications
shall be effective (a) when sent by Federal Express or other overnight service
of recognized standing on the Trading Day following the deposit with such
service; (b) when mailed, by registered or certified mail, first class postage
prepaid and addressed as aforesaid through the United States Postal Service,
upon receipt; (c) when delivered by hand, upon delivery; and/or (d) when faxed,
upon confirmation of receipt.

     7.3 Amendment Provision.
No provision of this Note may be modified or amended without the prior written
consent of the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or
supplemented.

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     7.4 Assignability. Note
shall be binding upon the Borrower and its successors and assigns, and shall
inure to the benefit of the Holder and its successors and assigns.

     7.5 Cost of Collection. If
default is made in the payment of Note, Borrower shall pay the Holder hereof
reasonable costs of collection, including reasonable attorneys’ fees.

     7.6 Governing Law. Note
shall be governed by and construed in accordance with the laws of the State of
New York, including, but not limited to, New York statutes of limitations. Any
action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the civil or state
courts of New York or in the federal courts located in the State and county of
New York. Both parties and the individual signing this Agreement on behalf of
the Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of Note is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform to such statute or rule of law. Any such
provision, which may prove invalid or unenforceable under any law, shall not
affect the validity or unenforceability of any other provision of Note. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing
suit or taking other legal action against the Borrower in any other jurisdiction
to collect on the Borrower’s obligations to Holder, or to enforce a judgment or
other decision in favor of the Holder. This Note shall be deemed an
unconditional obligation of Borrower for the payment of money and, without
limitation to any other remedies of Holder, may be enforced against Borrower by
summary proceeding pursuant to New York Civil Procedure Law and Rules Section
3213 or any similar rule or statute in the jurisdiction where enforcement is
sought. For purposes of such rule or statute, any other document or agreement to
which Holder and Borrower are parties or which Borrower delivered to Holder,
which may be convenient or necessary to determine Holder’s rights hereunder or
Borrower’s obligations to Holder are deemed a part of Note, whether or not such
other document or agreement was delivered together herewith or was executed
apart from Note. 

16




     7.7 Construction. Each
party acknowledges that its legal counsel participated in the preparation of
Note and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the
interpretation of Note to favor any party against the other.

     7.8 Shareholder Status.
The Holder shall not have rights as a shareholder of the Borrower with respect
to unconverted portions of Note. However, the Holder will have the rights of a
shareholder of the Borrower with respect to the Shares of Common Stock to be
received after delivery by the Holder of a Conversion Notice to the
Borrower.

     7.9 Non-Business Days.
Whenever any payment or any action to be made shall be due on a Saturday, Sunday
or a public holiday under the laws of the State of New York, such payment may be
due or action shall be required on the next succeeding Trading Day and, for such
payment, such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

[SIGNATURES ON THE FOLLOWING PAGE]

17




     IN WITNESS WHEREOF,
Borrower has caused Note to be signed in its name by an authorized officer as of
the 29 day of April 2013.

	 	AMERICAN PETRO-HUNTER,
      INC. 
	 	 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Robert McIntosh
	 	 	Name: Robert McIntosh
	 	 	Title: President & C.E.O.


WITNESS:

/s/ Dan Halley                                                      




NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the
Note)

     The undersigned hereby elects to
convert $_________ of the principal amount and $ _________ of the interest due,
if any, on the Note issued by AMERICAN PETRO-HUNTER, INC. on April ___, 2012
into shares of common stock of AMERICAN PETRO-HUNTER, INC. (the “Borrower”)
according to the conditions set forth in such Note, as of the date written
below.

Date of Conversion:
_____________________________________________________________

Conversion Price:
_______________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the
Conversion Date: Less than 5% of the outstanding Common Stock:

___________________________________________

Shares to Be Delivered:
_________________________________________________________

Notwithstanding anything to the contrary contained herein, this
Conversion Notice shall constitute a representation by the Holder of the Note
submitting this Conversion Notice that, after giving effect to the conversion
provided for in this Conversion Notice, such Holder (together with its
affiliates) will not have beneficial ownership (together with the beneficial
ownership of such person's affiliates) of a number of shares Common Stock which
exceeds the Maximum Percentage (as defined in the Note) of the total outstanding
shares Common Stock of the Company as determined pursuant to the provisions of
Section 2.3 of the Note.

Signature:
_____________________________________________________________________

Print Name: ___________________ 

Address:
_________________________

                 _________________________

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