REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of April 15, 2010,
among American Eagle Energy, Inc., a Nevada corporation (the “ Company ”) and each of the several
purchasers signatory hereto (each such purchaser, a “ Purchaser ” and, collectively, the “ Purchasers ”).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof,
between the Company and each Purchaser (the “ Purchase Agreement ”).
The Company and each Purchaser hereby agree as follows:
Capitalized terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:
“ Advice ” shall have the meaning set forth in Section 6(d).
“ Demand Notice ” means the written notice provided to the Company by the holders of a
majority of the aggregate of the outstanding Principal Amount then due under the Debentures and the
Warrant Shares to the effect that such holders wish for the Company to file the Demand Registration
Statement to register for re-sale the shares underlying such Debentures and Warrants.
“ Demand Registration Statement ” means the Registration Statement filed pursuant to the
Demand Notice, including the Prospectus, amendments, and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference therein.
“ Effectiveness Date ” means, with respect to the Demand Registration Statement, the 135
calendar day following the date of the Demand Notice pursuant to which the Company became obligated
to file the Demand Registration Statement; provided , however , that in the event the Company is notified
by the Commission that the Demand Registrati