ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
FIRST SUPPLEMENTAL AGREEMENT TO ASSUMPTION AND LOAN CONVERSION AGREEMENTFirst Supplemental Agreement to Assumption and Loan Conversion Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
FIRST SUPPLEMENTAL AGREEMENT TO ASSUMPTION AND LOAN CONVERSION AGREEMENTAssumption and Loan Conversion Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS,...Private Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
The Subscriber hereby irrevocably subscribes for, and on Closing will purchase from the Company, the following securities at a price of US$1.00 per Unit (as defined below):
WARRANT ISSUANCE AGREEMENTSecurities Purchase Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
______ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.
ContractPrivate Placement Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ContractDebt Settlement and Subscription Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • British Columbia
THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (THE "AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2007 • Megawest Energy Corp. • Computer peripheral equipment, nec • Delaware
This Asset Purchase Agreement (this “Agreement”), executed to be effective as of March 26, 2007 (the “Effective Date”), is made and entered into by and between MEGAWEST ENERGY CORP., a British Columbia, Canada corporation formerly known as Brockton Capital Corp., with its principal place of business located at Suite 403, 850 West Hastings Street, Vancouver, British Columbia, Canada V6C 1E1 (the “Parent”), MEGAWEST ENERGY (USA) CORP., a Nevada corporation wholly owned by Parent (“Buyer”), and DEERFIELD ENERGY KANSAS CORP., a Delaware corporation with its principal place of business located at PO Box 149, Chetopa, Kansas 67336 (the “Seller”).
