exhibit10-1.htm


  
    NON
BROKERED PRIVATE PLACEMENT SUBSCRIPTION

    


    
 

    WESTERN
STANDARD ENERGY CORP.

    


    


    PRIVATE
PLACEMENT

    


    INSTRUCTIONS
TO SUBSCRIBER:

    


    
      	
              1.

            	
              COMPLETE the information
      on page 2 of this Subscription
Agreement.

            


    

    


    
      	
              2.

            	
              If resident in the United
      States, COMPLETE the Prospective Investor Suitability Questionnaire
      attached as Appendix 1 to this Subscription Agreement (the "US
      Questionnaire").

            


    

    


    
      	
               
      

            	
              (collectively,
      the “Questionnaires”)

            


    

    


    
      	
              3.

            	
              COURIER the originally
      executed copy of the entire Subscription Agreement, together with the
      Questionnaire, and the Subscription Proceeds to the Company
      at:

            


    

    


    Western
Standard Energy Corp.

    c/o
Clark Wilson LLP

    800-885
West Georgia Street, Vancouver, BC  V6C 3H1

    


    
      	
            


    

    


    


     

     

    


    WE
MUST RECEIVE YOUR COMPLETED SUBSRIPTION AGREEMENT AND PAYMENT IN FULL
NOT

     

    LATER
THAN 3 PM P.S.T. ON FEBRUARY 12,
2010 TO BE CONSIDERED FOR ACCEPTANCE.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT

     

    
      	
              TO:

            	
              Western
      Standard Energy Corp.   c/o Clark Wilson LLP 800-885 West
      Georgia Street, Vancouver, BC  V6C
  3H1

            


    

    


    


    Subject
and pursuant to the attached “Terms and Conditions” of this Subscription
Agreement, including all schedules and appendices attached hereto, the
Subscriber hereby irrevocably subscribes for, and on the Closing Date, will
purchase from the Company, the following securities at the following
price:

    
      	
              100,000 Units

            
	
              US$0.00125
      per Unit for a total purchase price of ___$125.00______

            
	
              The
      Subscriber owns, directly or indirectly, the following securities of the
      Company:

            
	
              Nil                                                                                                                   

            
	
              [Check if
      applicable]  The Subscriber is  an affiliate of
      the Company

            


    

     

    The
Subscriber directs the Company to issue, register and deliver the certificates
representing the Shares as follows:

     

    
      	
              REGISTRATION
      INSTRUCTIONS

            	 
      	
              DELIVERY
      INSTRUCTIONS

            
	 
      	 
      	 
      
	
              Name
      to appear on certificate

            	 
      	
              Name
      and account reference, if applicable

            
	 
      	 
      	 
      
	
              Account
      reference if applicable

            	 
      	
              Contact
      name

            
	 
      	 
      	 
      
	
              Address

            	 
      	
              Address

            
	 
      	 
      	 
      
	 
      	 
      	
              Telephone
      Number

            


    

     

    EXECUTED
by the Subscriber this ______ day of _________, 2010.

     

    
      	
              WITNESS:

            	 
      	
              EXECUTION
      BY SUBSCRIBER:

            
	 
      	 
      	
              X

            
	
              Signature
      of Witness

            	 
      	
              Signature
      of individual (if Subscriber is an
      individual)

            
	 
      	 
      	
              X

            
	
              Name
      of Witness

            	 
      	
              Authorized
      signatory (if Subscriber is not an
      individual)

            
	 
      	 
      	 
      
	
              Address
      of Witness

            	 
      	
              Name
      of Subscriber (please
      print)

            
	 
      	 
      	 
      
	 
      	 
      	
              Name
      of authorized signatory (please
      print)

            
	
              ACCEPTED
      this 12th day of February, 2010

            	 
      	 
      
	
              WESTERN
      STANDARD ENERGY CORP.

            	 
      	
              Address
      of Subscriber (residence)

            
	
              per:

            	 
      	 
      
	
              
              

            	 
      	
              Telephone
      Number

            
	
              Authorized
      Signatory

            	 
      	 
      
	 
      	 
      	
              E-mail
      address

            
	 
      	 
      	 
      
	 
      	 
      	
              Social
      Security/ Social Insurance No.:

            


    

    


    By
signing this acceptance, the Subscriber agrees to be bound by the term and
conditions of this Subscription Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    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 IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN 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.

     

    TERMS AND
CONDITIONS

     

    
      	
              1.

            	
              Subscription

            


    

     

    1.1                      The
undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to
purchase the number of shares of the Company's common stock (the "Shares") as
set out on page 2 of this Subscription Agreement at a price of US$0.00125 per
unit, each unit comprised of one common share.  (such subscription and
agreement to purchase being the "Subscription"), for the total subscription
price as set out on page 2 of this Subscription Agreement (the "Subscription
Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein.

     

    1.2           The
Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares.  Subject to the terms hereof, the Subscription
Agreement will be effective upon its acceptance by the Company.

     

    1.3           Unless
otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.

     

    
      	
              2.

            	
              Payment

            


    

     

    2.1           The
Subscription Proceeds must accompany this Subscription and shall be paid by bank
draft, money order or cheque drawn on a major U.S. bank or Canadian chartered
back acceptable to the Company and paid to Clark Wilson LLP, In
Trust.  If the funds are wired to the Company's lawyers, those lawyers
are authorized to immediately deliver the funds to the Company without further
authorization from the Subscriber.

     

    2.2           The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company.  In
the event that this Subscription Agreement is not accepted by the Company for
whatever reason within 60 days of the delivery of an executed Subscription
Agreement by the Subscriber, this Subscription Agreement, the Subscription
Proceeds and any other documents delivered in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement without interest or deduction.

     

    2.3           Where
the Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company.

     

    
      	
              3.

            	
              Questionnaires
      and Undertaking and
Direction

            


    

     

    3.1           The
Subscriber must complete, sign and return to the Company the following
documents:

     

    
      	
               
      

            	
              (a)

            	
              One
      (1) executed copy of this Subscription Agreement;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      US Questionnaire in the form attached as Appendix 1 if the Subscriber is
      resident in the United States.

            


    

     

    (collectively, the
“Questionnaires”)


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    3.2           The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law.

     

    
      	
              4.

            	
              Closing

            


    

     

    4.1                      Closing
of the purchase and sale of the Shares shall occur on or before 3PM P.ST. on
February 12, 2010 or on such other date as may be determined by the Company in
its sole discretion (the "Closing Date").  The Subscriber acknowledges
that Shares may be issued to other subscribers under this offering (the
"Offering") before or after the Closing Date.  The Company, may, at
its discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares to such subscriber(s)
against payment therefore at any time on or prior to the Closing
Date.

     

    
      	
              5.

            	
              Acknowledgements
      of Subscriber

            


    

     

    5.1           The
Subscriber acknowledges and agrees that:

     

    
      	
               
      

            	
              (a)

            	
              none
      of the Shares have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or
      to U.S. Persons, as that term is defined in Regulation S under the 1933
      Act (“Regulation S”), except pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933
      Act;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Subscriber acknowledges that the Company has not undertaken, and will have
      no obligation, to register any of the Shares under the 1933
      Act;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      decision to execute this Subscription Agreement and purchase the Shares
      agreed to be purchased hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company.  If the Company has presented a business plan to the
      Subscriber, the Subscriber acknowledges that the business plan may not be
      achieved or be achievable;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Subscriber and the Subscriber’s advisor(s) have had a reasonable
      opportunity to ask questions of and receive answers from the Company in
      connection with the sale of the Shares hereunder, and to obtain additional
      information, to the extent possessed or obtainable without unreasonable
      effort or expense, necessary to verify the accuracy of the information
      about the Company;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      books and records of the Company were available upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, by
      Subscribers during reasonable business hours at its principal place of
      business and that all documents, records and books in connection with the
      sale of the Shares hereunder have been made available for inspection by
      the Subscriber, the Subscriber’s attorney and/or
    advisor(s);

            


    

     

    
      	
               
      

            	
              (f)

            	
              by
      execution of this Subscription Agreement the Subscriber has waived the
      need for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Subscription
Agreement;

            


    

     

    
      	
               
      

            	
              (g)

            	
              all
      information which the Subscriber has provided to the Company in the
      Questionnaires are correct and complete as of the date the Questionnaires
      are signed, and if there should be any change in such information prior to
      the Subscription being accepted by the Company, the Subscriber will
      immediately provide the Company with such
  information;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Company is entitled to rely on the representations and warranties and the
      statements and answers of the Subscriber contained in this Subscription
      Agreement and in the Questionnaires, and the Subscriber will hold harmless
      the Company from any loss or damage it may suffer as a result of the
      Subscriber’s failure to correctly complete this Subscription Agreement or
      the Questionnaires;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


        
          -  -

        

      

    


     

    
      	
               
      

            	
              (i)

            	
              it
      will indemnify and hold harmless the Company and, where applicable, its
      respective directors, officers, employees, agents, advisors and
      shareholders from and against any and all loss, liability, claim, damage
      and expense whatsoever (including, but not limited to, any and all fees,
      costs and expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any claim, lawsuit, administrative
      proceeding or investigation whether commenced or threatened) arising out
      of or based upon any representation or warranty of the Subscriber
      contained herein or in any document furnished by the Subscriber to the
      Company in connection herewith being untrue in any material respect or any
      breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      issuance and sale of the Shares to the Subscriber will not be completed if
      it would be unlawful or if, in the discretion of the Company acting
      reasonably, it is not in the best interests of the
  Company;

            


    

     

    
      	
               
      

            	
              (k)

            	
              it
      has been advised to consult its own legal, tax and other advisors with
      respect to the merits and risks of an investment in the Shares and with
      respect to applicable resale restrictions and it is solely responsible
      (and the Company is not in any way responsible) for compliance with
      applicable resale restrictions;

            


    

     

    
      	
               
      

            	
              (l)

            	
              none
      of the Shares are listed on any stock exchange or automated dealer
      quotation system and no representation has been made to the Subscriber
      that any of the Shares will become listed on any stock exchange or
      automated dealer quotation system, except that certain market makers
      currently make a market in the Company’s share of common stock on the
      over-the counter bulletin board in the United
  States;

            


    

     

    
      	
               
      

            	
              (m)

            	
              it
      is acquiring the Shares as principal for its own account, for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in such
  Shares;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber is acquiring the Shares pursuant to an exemption from the
      registration and prospectus requirements of applicable securities
      legislation in all jurisdictions relevant to this Subscription, and, as a
      consequence, the Subscriber will not be entitled to use most of the civil
      remedies available under applicable securities legislation and the
      Subscriber will not receive information that would otherwise be required
      to be provided to the Subscriber pursuant to applicable securities
      legislation;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Subscriber has been advised that the business of the Company is in a
      start-up phase and acknowledges that there is no assurance that the
      Company will raise sufficient funds to adequately capitalize the business
      or that the business will be profitable in the
  future;

            


    

     

    
      	
               
      

            	
              (p)

            	
              no
      documents in connection with the sale of the Shares hereunder have been
      reviewed by the Securities and Exchange Commission or any state securities
      administrators;

            


    

     

    
      	
               
      

            	
              (q)

            	
              there
      is no government or other insurance covering any of the Shares;
      and

            


    

     

    
      	
               
      

            	
              (r)

            	
              this
      Subscription Agreement is not enforceable by the Subscriber unless it has
      been accepted by the Company.

            


    

     

    
      	
              6.

            	
              Representations,
      Warranties and Covenants of the
  Subscriber

            


    

     

    6.1           The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Subscriber is resident in the jurisdiction set forth on page 2 underneath
      the Subscriber’s name and
signature;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


        
          -  -

        

      

    


     

    
      	
               
      

            	
              (b)

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Subscription Agreement and to take all actions required pursuant
      hereto and, if the Subscriber is a corporation, it is duly incorporated
      and validly subsisting under the laws of its jurisdiction of incorporation
      and all necessary approvals by its directors, shareholders and others have
      been obtained to authorize execution and performance of this Subscription
      Agreement on behalf of the
Subscriber;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Subscriber (i) has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies, (ii) has no
      need for liquidity in this investment, and (iii) is able to bear the
      economic risks of an investment in the Shares for an indefinite period of
      time;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Subscriber has made an independent examination and investigation of an
      investment in the Shares and the Company and has depended on the advice of
      its legal and financial advisors and agrees that the Company will not be
      responsible in anyway whatsoever for the Subscriber’s decision to invest
      in the Shares and the Company;

            


    

     

    
      	
               
      

            	
              (e)

            	
              all
      information contained in the Questionnaires are complete and accurate and
      may be relied upon by the Company and the Subscriber will notify the
      Company immediately of any material change in any such information
      occurring prior to the closing of the purchase of the
    Shares;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or the constating documents of, the
      Subscriber or of any agreement, written or oral, to which the Subscriber
      may be a party or by which the Subscriber is or may be
    bound;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber;

            


    

     

    
      	
               
      

            	
              (h)

            	
              it
      understands and agrees that none of the Shares have been registered under
      the 1933 Act or any state securities laws, and, unless so registered, none
      may be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons (as defined herein) except pursuant to an exemption from, or
      in a transaction not subject to, the Registration Requirements of the 1933
      Act and in each case only in accordance with state securities
      laws;

            


    

     

    
      	
               
      

            	
              (i)

            	
              it
      is purchasing the Shares for its own account for investment purposes only
      and not for the account of any other person and not for distribution,
      assignment or resale to others, and no other person has a direct or
      indirect beneficial interest is such Shares, and the Subscriber has not
      subdivided his interest in the Shares with any other
    person;

            


    

     

    
      	
               
      

            	
              (j)

            	
              it
      is able to fend for itself in the Subscription and has the ability to bear
      the economic risks of its prospective investment and can afford the
      complete loss of such investment;

            


    

     

    
      	
               
      

            	
              (k)

            	
              if
      it is acquiring the Shares as a fiduciary or agent for one or more
      investor accounts, it has sole investment discretion with respect to each
      such account and it has full power to make the foregoing acknowledgments,
      representations and agreements on behalf of such
  account;

            


    

     

    
      	
               
      

            	
              (l)

            	
              it
      understands and agrees that the Company and others will rely upon the
      truth and accuracy of the acknowledgments, representations and agreements
      contained in sections 4 and 6 hereof and agrees that if any of such
      acknowledgments, representations and agreements are no longer accurate or
      have been breached, it shall promptly notify the
  Company;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Subscriber is not acquiring the Shares as a result of any form of general
      solicitation or general advertising including advertisements, articles,
      notices or other communications published in any newspaper, magazine or
      similar media or broadcast over radio, or television, or any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertising;

            


    

     

    
      	
               
      

            	
              (n)

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the Shares, except as noted in
      Section 7, below;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the purchase price of any of the
      Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of any of the Shares;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      any of the Shares will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Shares of the Company on any stock
      exchange or automated dealer quotation
system.

            


    

     

    6.2           In
this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S and for the purpose of the Subscription
includes any person in the United States.

     

    
      	
              7.

            	
              Acknowledgement
      and Waiver

            


    

     

    7.1           The
Subscriber has acknowledged that the decision to purchase the Shares was solely
made on the basis of publicly available information.  The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.

     

    
      	
              8.

            	
              Representations and
      Warranties will be Relied Upon by the
  Company

            


    

     

    8.1           The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that they may be relied upon by the Company
and its legal counsel in determining the Subscriber’s eligibility to purchase
the Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Shares under applicable securities legislation.  The Subscriber
further agrees that by accepting delivery of the certificates representing the
Shares on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber at the Closing Date and that they will survive the purchase by the
Subscriber of the Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such
Shares.

     

    
      	
              9.

            	
              Resale
      Restrictions

            


    

     

    9.1           The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee as set forth in paragraph 6 of this Subscription Agreement.  The
Shares may not be offered or sold in the United States unless registered in
accordance with federal securities laws and all applicable state securities laws
or exemptions from such registration requirements are available.

     

    
      	
              10.

            	
              Legending and
      Registration of Subject
Securities

            


    

     

    10.1                      The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form:

     

    “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 IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN 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.”


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

     

    10.2           The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

     

    
      	
              11.

            	
              Costs

            


    

     

    11.1           The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.

     

    
      	
              12.

            	
              Governing
      Law

            


    

     

    12.1           This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws of the Canada applicable herein.  The Subscriber, in its
personal or corporate capacity and, if applicable, on behalf of each beneficial
purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the
State of Nevada

     

    
      	
              13.

            	
              Survival

            


    

     

    13.1           This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.

     

    
      	
              14.

            	
              Assignment

            


    

     

    14.1           This
Subscription Agreement is not transferable or assignable.

     

    
      	
              15.

            	
              Execution

            


    

     

    15.1           The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof.

     

    
      	
              16.

            	
              Severability

            


    

     

    16.1           The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.

     

    
      	
              17.

            	
              Entire
      Agreement

            


    

     

    17.1           Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

     

    
      	
              18.

            	
              Notices

            


    

     

    18.1                      All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Subscriber shall be directed to the
address on page 2 and notices to the Company shall be directed to it at the
first page of this Subscription Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    19.                      Counterparts

     

    19.1           This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    APPENDIX
1

     

    PROSPECTIVE INVESTOR
SUITABILITY QUESTIONNAIRE

     

    All
capitalized terms herein, unless otherwise defined, have the meanings ascribed
thereto in the Subscription Agreement.

     

    This
Questionnaire is for use by each Subscriber who is a US person (as that term is
defined Regulation S of the United States Securities Act of 1933 (the “1933
Act”)) and has indicated an interest in purchasing Shares of Western Standard
Energy Corp. (the “Company”).  The purpose of this Questionnaire is to
assure the Company that each Subscriber will meet the standards imposed by the
1933 Act and the appropriate exemptions of applicable state securities
laws.  The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.  The Shares will
not be registered under the 1933 Act in reliance upon the exemption from
registration afforded by Section 3(b) and/or Section 4(6) of the 1933
Act.  This Questionnaire is not an offer of Shares or any other
securities of the Company in any state other than those specifically authorized
by the Company.

     

    All
information contained in this Questionnaire will be treated as
confidential.  However, by signing and returning this Questionnaire,
each Subscriber agrees that, if necessary, this Questionnaire may be presented
to such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder.

     

    The
Subscriber covenants, represents and warrants to the Company that it satisfies
one or more of the categories of “Accredited Investors”, as defined by
Regulation D promulgated under the 1933 Act, as indicated
below:  (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies)

     

    
      	
               
      

            	
                Category
      1

            	
              An
      organization described in Section 501(c)(3) of the United States Internal
      Revenue Code, a corporation, a Massachusetts or similar business trust or
      partnership, not formed for the specific purpose of acquiring the Shares,
      with total assets in excess of
  US $5,000,000;

            


    

     

    
      	
               
      

            	
                Category
      2

            	
              A
      natural person whose individual net worth, or joint net worth with that
      person’s spouse, on the date of purchase exceeds
      US $1,000,000;

            


    

     

    
      	
               
      

            	
                Category
      3

            	
              A
      natural person who had an individual income in excess of US $200,000
      in each of the two most recent years or joint income with that person’s
      spouse in excess of US $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year;

            


    

     

    
      	
               
      

            	
                Category
      4

            	
              A
      “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings
      and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15
      of the Securities
      Exchange Act of 1934 (United States); an insurance company as
      defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of
      1940 (United States) or a business development company as defined
      in Section 2(a)(48) of such Act; a Small Business Investment Company
      licensed by the U.S. Small Business Administration under
      Section 301(c) or (d) of the Small Business Investment Act
      of 1958 (United States); a plan with total assets in excess of
      $5,000,000 established and maintained by a state, a political subdivision
      thereof, or an agency or instrumentality of a state or a political
      subdivision thereof, for the benefit of its employees; an employee benefit
      plan within the meaning of the Employee Retirement Income
      Security Act of 1974 (United States) whose investment decisions are
      made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of $5,000,000, or, if a self-directed plan, whose
      investment decisions are made solely by persons that are accredited
      investors;

            


    

     

    
      	
               
      

            	
                Category
      5

            	
              A
      private business development company as defined in Section 202(a)(22)
      of the Investment
      Advisers Act of 1940 (United
States);

            


    

     

    
      	
               
      

            	
                Category
      6

            	
              A
      director or executive officer of the
Company;

            


    

     

    
      	
               
      

            	
                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;

            


    

     

    
      	
               
      

            	
                Category
      8

            	
              An
      entity in which all of the equity owners satisfy the requirements of one
      or more of the foregoing
categories;

            


    

     

    Note that
prospective Subscribers claiming to satisfy one of the above categories of
Accredited Investor may be required to supply the Company with a balance sheet,
prior years’ federal income tax returns or other appropriate documentation to
verify and substantiate the Subscriber’s status as an Accredited
Investor.

     

    If the
Subscriber is an entity which initialled Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of the said entity:

     

                                                                                                                                                       

     

                                                                                                                                                       

     

    The
Subscriber hereby certifies that the information contained in this Questionnaire
is complete and accurate and the Subscriber will notify the Company promptly of
any change in any such information.  If this Questionnaire is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the Subscriber represents that it has the authority to
execute and deliver this Questionnaire on behalf of such entity.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
_______ day of February, 2010.

    
      	
              If
      a Corporation, Partnership or Other Entity:

               

            	
              If
      an Individual:

            
	
               

              Print
      of Type Name of Entity

               

              Signature
      of Authorized Signatory

               

              Type
      of Entity

            	
               

              Signature

               

              Print
      or Type Name

               

              Social
      Security/Tax I.D. No.