THIRD AMENDMENT TO PROMISSORY NOTESPromissory Note • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • New York
This Third Amendment to Promissory Notes (the “Amendment”) is made as of July 3, 2012 (the “Effective Date”) by and between American Petro-Hunter, Inc., a Nevada corporation (the “Company”), and John E. Friesen (the “Holder” and collectively with the Company, the “Parties”), and amends that certain Secured Convertible Promissory Note, dated August 13, 2009, between the Company and the Holder (the “First Note”), and that certain Secured Convertible Promissory Note, dated September 15, 2009, between the Company and the Holder, each as amended (the “Second Note”, and together with the First Note, the “Prior Notes”) and certain documents related thereto as further described below.
PURCHASE AGREEMENTPurchase Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • New York
PURCHASE AGREEMENT (as may be amended, restated, supplemented or otherwise modified in accordance herewith and in effect from time to time, this “Agreement”) dated as of the 3rd day of July 2012, by and among ASYM Energy Opportunities LLC, a Delaware limited liability company (the “Purchaser”) and American Petro Hunter Inc., a company incorporated in the State of a Nevada (the “Company”).
LIEN TERMINATION AGREEMENTLien Termination Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • Nevada
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”).
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • New York
THIS FIRST LIEN SECURITY AGREEMENT (“Agreement”), dated as of July 3, 2012, among AMERICAN PETRO-HUNTER INC., a Nevada corporation (“Company”; Company, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Debtor” and, collectively, as the “Debtors”), and ASYM ENERGY OPPORTUNITIES LLC, a Delaware limited liability company, in its capacity as collateral agent for the holders of the Obligations (together with its successors and assigns in such capacity, the “Secured Party”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • New York
This Management Services Agreement (the “Agreement”), dated as of July 3, 2012, by and between American Petro-Hunter Inc., a Nevada corporation with its principal place of business located at 17470 N. Pacesetter Way, Scottsdale, AZ 85255 (together with its subsidiaries and affiliates, the “Company”), and ASYM Management LLC, a Delaware limited liability company with its principal place of business located at 1055 Washington Boulevard, Suite 410, Stamford, CT 06901 (“Consultant”).
ContractNote Purchase Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.
Royalty TERMINATION AGREEMENTRoyalty Termination Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • Nevada
This ROYALTY TERMINATION AGREEMENT (this “Agreement”) is made as of July 3, 2012 (“Effective Date”) by and between Centennial Petroleum Partners, LLC (the “CPP”) and American Petro-Hunter, Inc., a Nevada corporation (the “Company”, and collectively with CPP, the “Parties”).
DEPOSIT ACCOUNT CONTROL (DEFAULT) AGREEMENTDeposit Account Control Agreement • July 9th, 2012 • American Petro-Hunter Inc • Oil & gas field services, nec • New York
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").
