0001279569-10-001356 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 16th, 2010 • Megawest Energy Corp. • Crude petroleum & natural gas • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of July 30, 2010, by and between MegaWest Energy Corp., a corporation continued under the Business Corporations Act (Alberta) (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

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EXCHANGE AGREEMENT
Exchange Agreement • November 16th, 2010 • Megawest Energy Corp. • Crude petroleum & natural gas • New York

THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is dated as of July 30, 2010, by and between MegaWest Energy Corp., a corporation continued under the Business Corporations Act (Alberta) (the “Company”), and the purchasers identified on Schedule 1 hereto (the “Purchasers”).

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