0001199835-09-000517 Sample Contracts

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • September 4th, 2009 • Megawest Energy Corp. • Crude petroleum & natural gas • Missouri

MEGAWEST ENERGY MISSOURI CORP., a Delaware corporation, having offices in the City of Calgary, in the Province of Alberta, Canada (hereinafter referred to as "Vendor") - and - MEGA PARTNERS 1, LLC, a Delaware limited liability company, having offices in New York, New York, USA (hereinafter referred to as "Purchaser")

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 4th, 2009 • Megawest Energy Corp. • Crude petroleum & natural gas • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of August ___, 2009, by and between MegaWest Energy Corp., a corporation continued under the Business Corporations Act (Alberta) (the “Company”), and the subscribers listed on Schedule I hereto (the “Subscribers”).

OPERATING AGREEMENT
Operating Agreement • September 4th, 2009 • Megawest Energy Corp. • Crude petroleum & natural gas • Missouri

THIS AGREEMENT, entered into by and between MEGAWEST ENERGY MISSOURI CORP., hereinafter designated and referred to as "Operator", and the signatory party or parties other than Operator, sometimes hereinafter referred to individually as "Non-Operator", and collectively as "Non-Operators" (Operator and Non-Operators, collectively, hereinafter referred to as the “Parties”, and each individually referred to as a “Party”) .

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