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CANADA/OFFSHORE

SUBSCRIPTION AGREEMENT FOR COMMON SHARES

|TO:     | MegaWest Energy Corp. (the
      "Corporation")
|------- | -----------------------------------------------
|        |                                                
|AND TO: | Tristone Capital Inc. (the "Agent")            

The undersigned (hereinafter referred to as the
"Subscriber") hereby irrevocably subscribes for and agrees to purchase
the number of Common Shares ("Shares") in the capital of the Corporation
set forth below for the aggregate subscription price set forth below (the
"Aggregate Subscription Price"), representing a subscription price of
US$0.60 per Share, upon and subject to the terms and conditions set forth in
"Terms and Conditions of Subscription for Shares of MegaWest Energy Corp."
attached hereto (together with the face pages and the attached Exhibits, the
"Subscription Agreement").

| |                                                                                     |  |  |  |  |                                                                            | 
| | ----------------------------------------------------------------------------------- |  |  |  |  | -------------------------------------------------------------------------- | 
| |                                                                                     |  |  |  |  | Number of Shares:                                                          | 
| | (Name of Subscriber - please print)                                                 |  |  |  |  |                                                                            | 
| | By:                                                                                 |  |  |  |  |                                                                            | 
| | (Authorized Signature)                                                              |  |  |  |  | Aggregate Subscription Amount:                                             | 
| |                                                                                     |  |  |  |  | **(No. of Shares x US$0.60 per
      Share)**                              | 
| |                                                                                     |  |  |  |  |                                                                            | 
| | (Official Capacity or Title - please print)                                         |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  | Disclosed Beneficial Purchaser
      Information:                          | 
| | (Please print name of individual whose
      signature appears above if             |  |  |  |  |                                                                            | 
| | different than the name of the Subscriber
      printed above.)                     |  |  |  |  | If the Subscriber is signing as agent for a
      principal pursuant to    | 
| |                                                                                     |  |  |  |  | section 3(f)(i) or 3(g) (the "Disclosed
      Beneficial Purchaser"),      | 
| |                                                                                     |  |  |  |  | complete the following and ensure that Exhibit
      1 is completed on     | 
| | (Subscriber's Residential Address)                                                  |  |  |  |  | behalf of such principal or, if applicable,
      ensure that Exhibit 2 is | 
| |                                                                                     |  |  |  |  | completed on behalf of such principal:                                     | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  | (Name of Principal)                                                        | 
| | (Telephone
      Number)                                   
       (E-Mail Address) |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  | (Principal's Residential Address, Telephone
      Number and E-mail        | 
| |                                                                                     |  |  |  |  | Address)                                                                   | 
| |                                                                                     |  |  |  |  |                                                                            | 
| | Register the Shares as set forth
      below:                                       |  |  |  |  | Deliver the Shares as set forth
      below:                               | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  |                                                                            | 
| | (Name)                                                                              |  |  |  |  | (Name)                                                                     | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  |                                                                            | 
| | (Account reference, if applicable)                                                  |  |  |  |  | (Account reference, if applicable)                                         | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  |                                                                            | 
| | (Address)                                                                           |  |  |  |  | (Contact Name)                                                             | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  | (Address)                                                                  | 
| |                                                                                     |  |  |  |  |                                                                            | 
| |                                                                                     |  |  |  |  |                                                                            | 

ACCEPTANCE: The Corporation hereby accepts the
subscription as set forth above on the terms and conditions contained in this
Subscription Agreement and the Corporation represents and warrants to the
Subscriber that the representations and warranties made by the Corporation to
the Agent in the Agency Agreement (as defined herein) are true and correct in
all material respects as of the Closing Date (as defined herein) (save and
except as waived by the Agent) and that the Subscriber is entitled to rely
thereon as if the Subscriber was a party thereto.

_________________________ , 2008

|MEGAWEST ENERGY CORP. |  | Subscription No.:
|--------------------- |  | -----------------
|                      |  |                  
|By:                   |  |                  

This agreement comprises 8 pages (not including Exhibits 1
and 2)

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| | 2 | CANADA/OFFSHORE
| | - | ---------------

TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES OF
MEGAWEST ENERGY CORP.

|INSTRUCTIONS: To properly complete
      this Subscription Agreement:
|---------------------------------------------------------------------
|(1)                                                                  
|(2)                                                                  
|(3)                                                                  
|(4)                                                                  
|                                                                     
|                                                                     

Terms of the Offering

1. The Subscriber acknowledges (on its own behalf and, if
applicable, on behalf of each person on whose behalf the Subscriber is
contracting) that this subscription is subject to rejection, acceptance or
allotment by the Corporation in whole or in part.

2. The Subscriber acknowledges (on its own behalf and, if
applicable, on behalf of each person on whose behalf the Subscriber is
contracting) that the Shares subscribed for by it hereunder form part of a
larger issuance and sale by the Corporation of up to 26,750,000 Shares at a
subscription price of US$0.60 per Share (the "Offering") but that
completion of the Offering is not subject to the Corporation receiving any
minimum amount of subscriptions.

Representations, Warranties and Covenants by
Subscriber

3. The Subscriber (on its own behalf and, if applicable, on
behalf of each person on whose behalf the Subscriber is contracting) represents,
warrants and covenants to the Corporation and the Agent (and acknowledges that
the Corporation, the Agent, and their respective counsel, are relying thereon)
that both at the date hereof and at the Closing Time (as defined herein):

|(a) | it has been independently advised as to restrictions with
      respect to trading in the Shares imposed by applicable securities laws,
      confirms that no representation has been made to it by or on behalf of the
      Corporation or the Agent with respect thereto, acknowledges that it is
      aware of the characteristics of the Shares, the risks relating to an
      investment therein and of the fact that it may not be able to resell the
      Shares except in accordance with limited exemptions under applicable
      securities laws and regulatory policy until expiry of the applicable
      restricted period and compliance with the other requirements of applicable
      law; and it agrees that any certificates representing the Shares are to
      bear the following legend indicating that the resale of such securities is
      restricted:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS
      FOUR MONTHS FROM THE CLOSING DATE;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | and the Subscriber further acknowledges that it has been
      advised to consult its own legal counsel in its jurisdiction of residence
      for full particulars of the resale restrictions applicable to it;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | it has not received or been provided with, nor has it
      requested, nor does it have any need to receive, any offering memorandum,
      any prospectus, sales or advertising literature, or any other document
      (other than an annual report, annual information form, interim report,
      information circular or any other continuous disclosure document, other
      than an offering memorandum, the content of which is prescribed by statute
      or regulation) describing or purporting to describe the business and
      affairs of the Corporation which has been prepared for delivery to, and
      review by, prospective purchasers in order to assist them in making an
      investment decision in respect of the Shares;
and                                                                                                                           

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| | 3 | CANADA/OFFSHORE
| | - | ---------------

|(c) | it has not become aware of any advertisement
        in printed media of general and regular paid circulation (or other printed
        public media), radio, television or telecommunications or other form of
        advertisement (including electronic display and the internet) with respect
        to the distribution of the Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d) | it understands that the Shares are being offered
        for sale only on a "private placement" basis and that the sale and delivery
        of the Shares is conditional upon such sale being exempt from the requirements
        as to the filing of a prospectus or delivery of an offering memorandum
        or upon the issuance of such orders, consents or approvals as may be required
        to permit such sale without the requirement of filing a prospectus or
        delivering an offering memorandum and, as a consequence (i) certain protections,
        rights and remedies provided by applicable securities laws, including
        statutory rights of rescission or damages, will not be available to the
        Subscriber, (ii) the Subscriber is restricted from using most of the civil
        remedies available under securities legislation, (iii) the Subscriber
        may not receive information that would otherwise be required to be provided
        to it under securities legislation, and (iv) the Corporation is relieved
        from certain obligations that would otherwise apply under securities legislation;
        and                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(e) | unless it is purchasing under section 3(f)
        or (g), it is purchasing the Shares as principal for its own account,
        not for the benefit of any other person, for investment only and not with
        a view to the resale or distribution of all or any of the Shares, it is
        resident in the jurisdiction set out as the "Subscriber's Residential
        Address" on the face page hereof and it is an "accredited investor", as
        such term is defined in National Instrument 45-106 entitled "Prospectus
        and Registration Exemptions" ("NI 45-106") promulgated under Canadian
        securities legislation, it was not created and is not being used solely
        to purchase or hold securities as an accredited investor as described
        in paragraph (m) of the definition of "accredited investor" in NI 45-106
        and has concurrently executed and delivered a Representation Letter in
        the form attached to this Subscription Agreement as Exhibit 1 and specifically
        represents and warrants that one or more of the categories set forth in
        Appendix A attached to the Representation Letter correctly, and in all
        respects, describes the Subscriber, and will describe the Subscriber as
        at the Closing Date (as defined herein), and the Subscriber has so indicated
        by initialling the category in such Appendix A which so describes it;
        or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(f) | if it is not purchasing as principal or pursuant
        to section 3(g), it is duly authorized to enter into this Subscription
        Agreement and to execute and deliver all documentation in connection with
        the purchase on behalf of each beneficial purchaser, each of whom is purchasing
        as principal for its own account, not for the benefit of any other person,
        and not with a view to the resale or distribution of all or any of the
        Shares, it acknowledges that the Corporation may be required by law to
        disclose to certain regulatory authorities the identity of each beneficial
        purchaser of Shares for whom it may be acting, and it and each beneficial
        purchaser is resident in the jurisdiction set out as the "Subscriber's
        Residential Address" and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(g) | it, and each person on whose behalf the Subscriber
        is contracting, is a resident of a jurisdiction outside of both Canada
        and the United States, it has concurrently executed and delivered a Representation
        Letter in the form attached to this Subscription Agreement as Exhibit
        2 and will provide such evidence of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| | 4 | CANADA/OFFSHORE
| | - | ---------------

|    | compliance with all matters described in such
      Representation Letter as the Corporation, the Agent or their respective
      counsel may request; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(h) | it acknowledges that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(i) | the Shares have not been offered to the Subscriber (or
      any person on whose behalf the Subscriber is contracting) in the United
      States, and the individuals making the order to purchase the Shares and
      executing and delivering this Subscription Agreement were not in the
      United States when the order was placed and this Subscription Agreement
      was executed and delivered; and                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(j) | it is not a U.S. Person (as defined in Regulation S under
      the United States Securities Act of 1933, as amended (the "U.S.
      Securities Act"), which definition includes, but is not limited to, an
      individual resident in the United States, an estate or trust of which any
      executor or administrator or trustee, respectively, is a U.S. Person and
      any partnership or corporation organized or incorporated under the laws of
      the United States) and is not purchasing the Shares on behalf of, or for
      the account or benefit of, a person in the United States or a U.S. Person;
      and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(k) | it is aware that the Shares have not been and will not be
      registered under the U.S. Securities Act or the securities laws of any
      state and that these securities may not be offered or sold in the United
      States without registration under the U.S. Securities Act or compliance
      with requirements of an exemption from registration and the applicable
      laws of all applicable states and acknowledges that the Corporation has no
      present intention of filing a registration statement under the U.S.
      Securities Act in respect of any of the Shares; and                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(l) | it undertakes and agrees that it will not offer or sell
      any of the Shares in the United States unless such securities are
      registered under the U.S. Securities Act and the securities laws of all
      applicable states of the United States or an exemption from such
      registration requirements is available, and further that it will not
      resell the Shares, except in accordance with the provisions of applicable
      securities legislation, regulations, rules, policies and orders and stock
      exchange rules; and                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(m) | it has not purchased the Shares as a result of any form
      of directed selling efforts in the United States, as such term is defined
      in Regulation S under the U.S. Securities Act;
and                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| | 5 | CANADA/OFFSHORE
| | - | ---------------

|(n) | it understands and acknowledges that the Corporation (i)
      is under no obligation to be or to remain a "foreign issuer", as such term
      is defined in the U.S. Securities Act, (ii) may not, at the time the
      Subscriber sells the Shares or at any other time, be a foreign issuer, and
      (iii) may engage in one or more transactions that could cause the
      Corporation not to be a foreign issuer; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(o) | if it is not an individual, it pre-existed the offering
      of the Shares and has a bona fide business purpose other than the
      investment in the Shares and was not created, formed or established solely
      or primarily to acquire securities, or to permit purchases of securities
      without a prospectus, in reliance on an exemption from the prospectus
      requirements of applicable securities legislation; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(p) | if it is a corporation, partnership, trust,
      unincorporated association or other entity, it has the legal capacity to
      enter into and be bound by this Subscription Agreement and further
      certifies that all necessary approvals of directors, trustees,
      fiduciaries, shareholders, partners, stakeholders, holders of voting
      securities or otherwise have been given and obtained; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(q) | if it is an individual, it is of the full age of majority
      and is legally competent to execute this Subscription Agreement and take
      all action pursuant hereto; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(r) | the entering into of this Subscription Agreement and the
      transactions contemplated hereby will not result in a violation of any of
      the terms or provisions of any law applicable to the Subscriber (or any
      person on whose behalf the Subscriber is contracting), or if the
      Subscriber (or any person on whose behalf the Subscriber is contracting)
      is not a natural person, any of such person's constating documents, or any
      agreement to which such person is a party or by which it is bound;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(s) | this Subscription Agreement has been duly and validly
      authorized, executed and delivered by and constitutes a legal, valid,
      binding and enforceable obligation of the Subscriber; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(t) | in the case of a subscription by it for Shares acting as
      agent for a principal, it is duly authorized to execute and deliver this
      Subscription Agreement and all other necessary documentation in connection
      with such subscription on behalf of such principal and this Subscription
      Agreement has been duly authorized, executed and delivered by or on behalf
      of, and constitutes a legal, valid and binding agreement of, such
      principal; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(u) | it has such knowledge and experience in financial and
      business affairs as to be capable of evaluating the merits and risks of
      its investment in the Shares and is able to, and agrees to, bear the
      economic risk of loss of its investment or, where it is not purchasing as
      principal, each beneficial purchaser is able to, and agrees to, bear the
      economic risk of loss of its investment; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(v) | except for the representations and warranties made by the
      Corporation to the Agent in the Agency Agreement (as defined herein), it
      has relied solely upon publicly available information relating to the
      Corporation and not upon any verbal or written representation as to fact
      or otherwise made by or on behalf of the Corporation or the Agent, such
      publicly available information having been delivered to the Subscriber
      without independent investigation or verification by the Agent, and agrees
      that the Agent and the Agent's counsel assume no responsibility or
      liability of any nature whatsoever for the accuracy, adequacy or
      completeness of the publicly available information or as to whether all
      information concerning the Corporation required to be disclosed by the
      Corporation has been generally disclosed and acknowledges that the
      Corporation's counsel and the Agent's counsel are acting as counsel to the
      Corporation and the Agent, respectively, and not as counsel to the
      Subscriber (or any person on whose behalf the Subscriber is contracting);
      and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(w) | if required by applicable securities legislation,
      regulations, rules, policies or orders or by any securities commission,
      stock exchange or other regulatory authority, the Subscriber will execute,
      deliver, file and otherwise assist the Corporation in filing, such
      reports, undertakings and other documents with respect to the issue of the
      Shares including, without limitation: (A) a Representation Letter in the
      form attached as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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| | 6 | CANADA/OFFSHORE
| | - | ---------------

|     | Exhibit 1 hereto; and (B) if the Subscriber, or if
      applicable, the Disclosed Beneficial Purchaser, is resident outside of
      Canada, a Representation Letter in the form attached as Exhibit 2 hereto;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(x)  | the acquisition of the Shares hereunder by the Subscriber
      (and each person on whose behalf the Subscriber is contracting) will not
      result in the Subscriber (or any such person) becoming a "control person"
      in respect of the Corporation, as defined under applicable securities
      laws; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(y)  | no person has made to the Subscriber (or any person on
      whose behalf the Subscriber is contracting) any written or oral
      representations (i) that any person will resell or repurchase the Shares
      (except in accordance with the articles of the Corporation), or (ii) that
      any person will refund the purchase price of the Shares, or (iii) as to
      the future price or value of the Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(z)  | the Aggregate Subscription Price which will be advanced
      by the Subscriber to the Agent or the Corporation hereunder will not
      represent proceeds of crime for the purposes of the Proceeds of Crime
      (Money Laundering) and Terrorist Financing Act(Canada) (the
      "PCMLA") and the Subscriber acknowledges that the Corporation may
      in the future be required by law to disclose the Subscriber's name and
      other information relating to this Agreement and the Subscriber's
      subscription hereunder, on a confidential basis, pursuant to the PCMLA;
      and to the best of its knowledge (i) none of the subscription funds to be
      provided by the Subscriber (A) have been or will be derived from or
      related to any activity that is deemed criminal under the law of Canada,
      the United States of America, or any other jurisdiction, or (B) are being
      tendered on behalf of a person or entity who has not been identified to
      the Subscriber, and (ii) it shall promptly notify the Corporation if the
      Subscriber discovers that any of such representations ceases to be true,
      and to provide the Corporation with appropriate information in connection
      therewith;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(aa) | the Subscriber (including any person on whose behalf the
      Subscriber is contracting) has been encouraged to obtain independent
      legal, income tax and investment advice with respect to this subscription
      for the Shares and accordingly, has had the opportunity to acquire an
      understanding of the meanings of all terms contained herein relevant to
      the Subscriber (and each person on whose behalf the Subscriber is
      contracting) for purposes of giving representations, warranties and
      covenants under this Subscription Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(bb) | none of the securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company's common
      stock on the OTC Bulletin Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Closing

4. The Subscriber agrees to deliver to Tristone Capital Inc. at
Suite 2020, 335 - 8th Avenue S.W., Calgary, Alberta T2P 1C9,
Attention: Rita Sivadas, Telephone: 403.539.4347; Fax: 403.303.8658;
Email: rsivadas@tristonecapital.com, not later than 5:00 p.m. (Calgary time) on
the day that is three business days before the Closing Date (as defined below):
(a) this duly completed and executed Subscription Agreement, including all
applicable Exhibits; and (b) a certified cheque or bank draft payable to
"Tristone Capital Inc." for the Aggregate Subscription Amount or payment of the
same amount in such other manner as is acceptable to the Agent. If this
Subscription Agreement is rejected in whole or in part, the Subscriber
acknowledges that the unused portion of the subscription amount will be promptly
returned to it without interest.

5. The sale of the Shares pursuant to this Subscription
Agreement will be completed at the offices of Macleod Dixon LLP, the
Corporation's counsel, in Calgary, Alberta at 8:00 a.m. or such other time as is
established by the Corporation and the Agent (the "Closing Time") on May
15, 2008 or such other date as is established by the Corporation and the Agent
(the "Closing Date"). If at the Closing Time the Agent is satisfied that
all of the Agent's terms and conditions for the Offering have been satisfied or
waived by them, the Agent shall deliver to the Corporation all completed
subscription agreements, including this Subscription Agreement, and deliver to
the Corporation the aggregate subscription proceeds for the Offering in
accordance with the Agency Agreement, against delivery by the Corporation of the
certificates representing the Shares and such other documentation as may be
required.

---

| | 7 | CANADA/OFFSHORE
| | - | ---------------

6. The Corporation and the Agent shall be entitled to rely on
an executed copy of this Subscription Agreement delivered via facsimile or
electronically (including e-mail), and acceptance by the Corporation of such
executed copy of this Subscription Agreement shall be legally effective to
create a valid and binding agreement between the Subscriber and the Corporation
in accordance with the terms hereof. In addition, this Subscription Agreement
may be executed in counterparts, each of which shall be deemed to be an original
and all of which shall constitute one and the same document. If less than a
complete copy of this Subscription Agreement is delivered to the Corporation at
the Closing Time, the Corporation and the Agent shall be entitled to assume that
the Subscriber accepts and agrees with all of the terms and conditions of this
Subscription Agreement on the pages not delivered at the Closing Time
unaltered.

General

7. The Subscriber, on its own behalf and (if applicable) on
behalf of others for whom it is contracting hereunder, agrees that the
representations, warranties and covenants of the Subscriber herein will be true
and correct both as of the Subscriber's execution of this Subscription Agreement
and as of the Closing Time and will survive the completion of the issuance of
the Shares. The representations, warranties and covenants of the Subscriber
herein are made with the intent that they be relied upon by the Corporation and
the Agent and their respective counsel in determining the eligibility of a
purchaser of Shares and the Subscriber agrees to indemnify and save harmless the
Corporation and the Agent and their respective affiliates, shareholders,
directors, officers, employees, counsel and agent against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
which are caused or arise from a breach thereof. The Subscriber undertakes to
immediately notify the Corporation at MegaWest Energy Corp., Suite 800, 926 -
5th Avenue S.W., Calgary, Alberta, T2P 0N7, Telephone: 403.984.6320;
Fax: 403.984.6343; E-mail: kelly.sledz@megawestenergy.com, Attention: Kelly
Sledz and the Agent at Tristone Capital Inc. at Suite 2020, 335 - 8th Avenue
S.W., Calgary, Alberta, T2P 1C9; Telephone: 403.539.4347; Fax: 403.303.8658;
E-mail: rsivadas@tristonecapital.com, Attention: Rita Sivadas, of any change in
any statement or other information relating to the Subscriber set forth herein
which takes place prior to the Closing Time.

8. The Subscriber acknowledges that the Agent has been
appointed by the Corporation to act as the agent of the Corporation in
connection with the Offering and, in connection therewith, the Corporation and
the Agent have entered into or will enter into an agency agreement (the
"Agency Agreement") pursuant to which the Agent, in connection with the
Offering, will receive a fee from the Corporation. The Subscriber hereby
irrevocably authorizes the Agent:

|(a) | to negotiate and settle the form of any certificates to
      be delivered and any agreement to be entered into in connection with the
      Offering and to vary, amend, alter or waive, on its own behalf and on
      behalf of the purchasers of Shares, in whole or in part, or extend the
      time for compliance with, any of the conditions for completing the sale of
      the Shares in such manner and on such terms and conditions as the Agent
      may determine, acting reasonably, without in any way affecting the
      Subscriber's obligations or the obligations of such others hereunder;
      provided, however, that the Agent shall not vary, amend, alter or waive
      any such condition where to do so would result in a material adverse
      change to any of the material attributes of the Shares;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | to allocate the Shares being offered pursuant to the
      Offering and in accordance with the terms of the Agency
  Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | to act as its representative at the closing of the
      Offering with full power of substitution, as its true and lawful attorney
      and agent with the full power and authority in its place and stead to
      swear, execute, file and record any document necessary, to approve any
      opinions, certificates or other documents addressed to the Subscriber, to
      accept delivery of certificates representing the Shares on the Closing
      Date, to terminate this subscription on its behalf in the event that any
      condition precedent to the Offering has not been satisfied, to execute a
      receipt for such certificates and all other documentation, and to deliver
      such certificates to the Subscriber as set out in this Subscription
      Agreement promptly after the Closing Time; and     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(d) | to complete or correct any errors or omissions in any
      form or document provided by the Subscriber, including this Subscription
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

| | 8 | CANADA/OFFSHORE
| | - | ---------------

9. The Subscriber acknowledges that this Subscription Agreement
and the Exhibits hereto require the Subscriber to provide certain personal
information to the Corporation. Such information is being collected by the
Corporation for the purposes of completing the private placement, which
includes, without limitation, determining the Subscriber's eligibility (or that
of any Disclosed Beneficial Purchaser) to purchase the Shares under applicable
securities laws, preparing and registering certificates representing the Shares
to be issued to the Subscriber and completing filings required by any stock
exchange or securities regulatory authority. The Subscriber's personal
information (and that of any Disclosed Beneficial Purchaser) may be disclosed by
the Corporation to (a) stock exchanges or securities regulatory authorities
(including the Ontario Securities Commission as referred to below), (b) the
Corporation's registrar and transfer agent, (c) Canadian tax authorities, and
(d) any of the other parties involved in the Offering, including legal counsel,
and may be included in record books in connection with the Offering. By
executing this Subscription Agreement, the Subscriber (on its own behalf and on
behalf of any Disclosed Beneficial Purchaser for whom it is contracting
hereunder) consents to the foregoing collection, use and disclosure of the
Subscriber's (and any Disclosed Beneficial Purchaser's) personal information.
The Subscriber (on its own behalf and on behalf of any Disclosed Beneficial
Purchaser for whom it is contracting hereunder) also consents to the filing of
copies or originals of any of the Subscriber's documents delivered in connection
with this Subscription Agreement as may be required to be filed with any stock
exchange or securities regulatory authority in connection with the transactions
contemplated hereby. The Subscriber (on its own behalf and on behalf of any
Disclosed Beneficial Purchaser for whom it is contracting hereunder) further
acknowledges that it has been notified by the Corporation (a) of the requirement
to deliver to the Ontario Securities Commission (the "OSC") the full
name, residential address and telephone number of the purchaser of the
securities, the number and type of securities purchased, the total purchase
price, the exemption relied upon and the date of distribution; (b) that this
information is being collected indirectly by the OSC under the authority granted
to it in securities legislation; (c) that this information is being collected
for the purposes of the administration and enforcement of the securities
legislation of Ontario; and (d) that the Administrative Assistant to the
Director of Corporate Finance can be contacted at Ontario Securities Commission,
Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, or at (416)
593 8086, regarding any questions about the OSC's indirect collection of this
information.

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

11. The contract arising out of this Subscription Agreement and
all documents relating thereto is governed by and construed in accordance with
the laws of the Province of Alberta and the federal laws of Canada applicable
therein. The parties irrevocably attorn to the exclusive jurisdiction of the
courts of the Province of Alberta. Time is of the essence hereof.

12. This Subscription Agreement represents the entire agreement
of the parties hereto relating to the subject matter hereof and there are no
representations, covenants or other agreements relating to the subject matter
hereof except as stated or referred to herein.

13. The terms and provisions of this Subscription Agreement are
binding upon and enure to the benefit of the Subscriber and the Corporation and
their respective heirs, executors, administrators, successors and assigns;
provided that, except for as otherwise herein provided, this Subscription
Agreement is not assignable by any party hereto without prior written consent of
the other parties.

14. The Subscriber, on its own behalf and, if applicable, on
behalf of others for whom it is contracting hereunder, agrees that this
subscription is made for valuable consideration and may not be withdrawn,
cancelled, terminated or revoked by the Subscriber, on its own behalf and, if
applicable, on behalf of others for whom it is contracting hereunder.

15. Subject to section 8, neither this Subscription Agreement
nor any provision hereof shall be modified, changed, discharged or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge or termination is sought.

16. The invalidity, illegality or unenforceability of any
provision of this Subscription Agreement does not affect the validity, legality
or enforceability of any other provision hereof.

---

| | 9 | CANADA/OFFSHORE
| | - | ---------------

17. The headings used in this Subscription Agreement have been
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Subscription Agreement or any provision hereof.

18. The covenants, representations and warranties contained
herein shall survive the closing of the transactions contemplated hereby.

19. In this Subscription Agreement (including attachments),
references to "$" are in Canadian dollars and references to "U.S. $" are in US
dollars.

---

EXHIBIT 1

REPRESENTATION LETTER

(FOR CANADIAN RESIDENT ACCREDITED INVESTORS)

|TO:     | MegaWest Energy Corp. (the
      "Corporation")
|------- | -----------------------------------------------
|        |                                                
|AND TO: | Tristone Capital Inc.                          

(Capitalized terms not specifically defined in this Exhibit
have the meaning ascribed to them in the Subscription Agreement to which this
Exhibit is attached)

In connection with the execution
by the undersigned Subscriber of the Subscription Agreement which this
Representation Letter forms a part of, the undersigned Subscriber hereby
represents, warrants, covenants and certifies to the Corporation that:

|1. | The undersigned Subscriber is resident in the
      jurisdiction set out as the "Subscriber's Residential Address" on the face
      page of the Subscription Agreement and if the undersigned Subscriber is
      purchasing as agent for a Disclosed Beneficial Purchaser, the Disclosed
      Beneficial Purchaser is resident in the jurisdiction set out as the
      "Principal's Residential Address" on the face page of the Subscription
      Agreement.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | The undersigned Subscriber is either (a) purchasing the
      Shares as principal for its own account, (b) deemed to be purchasing the
      Shares as principal in accordance with section 2.3(3) or (5) of National
      Instrument 45- 106 entitled "Prospectus and Registration Exemptions"
      ("NI 45-106"), or (c) acting as agent for a Disclosed Beneficial
      Principal who is purchasing the Shares as principal for its own
      account.      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | The undersigned Subscriber (or if the undersigned
      Subscriber is purchasing as agent for a Disclosed Beneficial Purchaser,
      the Disclosed Beneficial Purchaser) is an "accredited investor" within the
      meaning of NI 45-106 by virtue of satisfying the indicated criterion as
      set out in Appendix A to this Representation Letter.                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | The undersigned Subscriber (or if the undersigned
      Subscriber is purchasing as agent for a Disclosed Beneficial Purchaser,
      the Disclosed Beneficial Purchaser) was not created or used solely to
      purchase or hold securities as an accredited investor as described in
      paragraph (m) of the definition of "accredited investor" in NI
    45-106.                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Upon execution of this Exhibit 1 by the undersigned
      Subscriber, this Exhibit 1 and Appendix A hereto shall be incorporated
      into and form a part of the Subscription
Agreement.                                                                                                                                                                                                                                                                        

Dated: ______________________ ,
2008.

| |                                                      |          
| | ---------------------------------------------------- | ---------
| | Print name
      of Subscriber                      
| |                                                      |          
| | By:                                                  |          
| |                                                      | Signature
| |                                                      |          
| |                                                      |          
| | Print name
      of Signatory (if different from the
| | Subscriber)                                         
| |                                                     
| |                                                     
| | Title                                               

IMPORTANT: PLEASE INITIAL THE APPLICABLE PROVISION IN
APPENDIX A ON THE FOLLOWING PAGES

---

APPENDIX A

TO EXHIBIT 1

NOTE: INITIAL BESIDE THE APPLICABLE PORTION OF THE
DEFINITION BELOW.

Accredited Investor(defined in
National Instrument 45 106) means:

|_____ | (a)                                                                                                                                                                                                                                | a Canadian financial institution, or a Schedule III bank;
      or                                                                                                                                                                                                                                                                                                              
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (b)                                                                                                                                                                                                                                | the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act(Canada);
      or                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (c)                                                                                                                                                                                                                                | a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary; or                                                                                                                              
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (d)                                                                                                                                                                                                                                | a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act(Ontario) or the Securities Act(Newfoundland
      and Labrador); or                                                                        
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (e)                                                                                                                                                                                                                                | an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d); or                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (f)                                                                                                                                                                                                                                | the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada; or                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (g)                                                                                                                                                                                                                                | a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l'île de Montréal or an intermunicipal management board in
      Québec; or                                                                                                                                           
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (h)                                                                                                                                                                                                                                | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government; or                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (i)                                                                                                                                                                                                                                | a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada; or                                                                                                                                                              
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (j)                                                                                                                                                                                                                                | an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000; or                                                                                                                              
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (k)                                                                                                                                                                                                                                | an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year; or
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|      | (Note: if individual accredited investors wish to
      purchase through wholly-owned holding companies or similar
      entities, such purchasing entities must qualify under section (t) below,
      which must be initialled.)
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (l)                                                                                                                                                                                                                                | an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000; or                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (m)                                                                                                                                                                                                                                | a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements; or                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                 
|_____ | (n)                                                                                                                                                                                                                                | an investment fund that distributes or has distributed
      its securities only to                                                                                                                                                                                                                                                                                             

---

- 2 -

|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                    | a person that is or was an accredited investor at the
      time of the distribution,                                                                                                                                               
|----- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                   | a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [minimum amount investment] and
      2.19 [additional investment in investment funds] of National Instrument
      45-106, or
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|      |     | (iii)                                                                                                                                                                                                                                                                                                                                                                  | a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [investment fund reinvestment]
      of National Instrument 45-106; or                                                    
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (o) | an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Quebéc, the securities regulatory authority, has issued a
      receipt; or                                                                                                                               
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (p) | a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act(Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may be;
      or
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (q) | a person acting on behalf of a fully managed account
      managed by that person, if that person                                                                                                                                                                                                                                                                     
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                    | is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and                                            
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                   | in Ontario, is purchasing a security that is not a
      security of an investment fund; or                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (r) | a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; or                                                       
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (s) | an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function; or                                                                                                                                                                                     
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (t) | a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors (as defined in National Instrument 45 106); or                                                                                        
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (u) | an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser;
      or                                                                                                                                                                                                                    
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|_____ | (v) | a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Quebéc, the
      regulator as                                                                                                                                                                                                                       
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                    | an accredited investor, or                                                                                                                                                                                                          
|      |     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                     
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                   | an exempt purchaser in Alberta or British Columbia after
      National Instrument 45-106 came into force.                                                                                                                          

For the purposes hereof and the Subscription
Agreement:

"affiliate" means an issuer
connected with another issuer because

| | (a) | one of them is the subsidiary of the other; or  
| | --- | ------------------------------------------------
| |     |                                                 
| | (b) | each of them is controlled by the same
  person;

"bank" means a bank named in
Schedule I or II of the Bank Act (Canada);

"Canadian financial institution"
means

---

- 3 -

| | (a) | an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (b) | a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada;

"control person" has the
same meaning as in securities legislation except in Ontario where control person
means any person that holds or is one of a combination of persons that holds

| | (a) | a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                
| | (b) | more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the
  issuer;

"consultant" means for an
issuer, a person, other than an employee, executive officer, or director of the
issuer or of a related entity of the issuer, that

| | (a) | is engaged to provide services to the issuer or a related
      entity of the issuer, other than services provided in relation to a
      distribution;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (b) | provides the services under a written contract with the
      issuer or a related entity of the issuer, and                                            
| |     |                                                                                                                                                        
| | (c) | spends or will spend a significant amount of time and
      attention on the affairs and business of the issuer or a related entity of
      the issuer

and includes, for an individual
consultant, a corporation of which the individual consultant is an employee or
shareholder, and a partnership of which the individual consultant is an employee
or partner;

"director" means

| | (a) | a member of the board of directors of a company or an
      individual who performs similar functions for a company, and                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| | (b) | with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;

"eligibility adviser"
means a person that is registered as an investment dealer or in an equivalent
category of registration under the securities legislation of the jurisdiction of
a purchaser and authorized to give advice with respect to the type of security
being distributed,

"executive officer" means, for
an issuer, an individual who is

| | (a) | a chair, vice-chair or president,                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                   
| | (b) | a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,       
| |     |                                                                                                                                   
| | (c) | an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or
| |     |                                                                                                                                   
| | (d) | performing a policy-making function in respect of the
      issuer;                                                               

"financial assets" means

| | (a) | cash,
| | --- | -----

---

- 4 -

| | (b) | securities, or                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| | (c) | a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;

"foreign jurisdiction"
means a country other than Canada or a political subdivision of a country other
than Canada;

"founder" means, in respect of
an issuer, a person who,

| | (a) | acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                           
| | (b) | at the time of the trade is actively involved in the
      business of the issuer;                                                                                                                                        

"fully managed account"
means an account of a client for which a person makes the investment decisions
if that person has full discretion to trade in securities for the account
without requiring the client's express consent to a transaction;

"individual" means a natural
person, but does not include

| | (a) | a partnership, unincorporated association, unincorporated
      syndicate, unincorporated organization or a trust, or        
| | --- | -----------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                              
| | (b) | a natural person in the person's capacity as trustee,
      executor, administrator or other legal personal
  representative;

"investment fund" means a
mutual fund or non-redeemable investment fund, and, for greater certainty in
British Columbia, includes an employee venture capital corporation that does not
have a restricted constitution, and is registered under Part 2 of the Employee
Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business
objective is making multiple investments and a venture capital corporation
registered under Part 1 of the Small Business Venture Capital Act
(British Columbia), R.S.B.C. 1996 c.429 whose business objective is making
multiple investments;

"jurisdiction" means a province
or territory of Canada except when used in the term "foreign jurisdiction";

"local jurisdiction" means
the jurisdiction in which the applicable Canadian securities regulatory
authority is situate;

"non-redeemable investment
fund" means an issuer,

| | (a) | whose primary purpose is to invest money provided by its
      securityholders,
| | --- | -------------------------------------------------------------------------------
| |     |                                                                                
| | (b) | that does not invest,                                                          
| |     |                                                                                
| |     | (i)                                                                            
| |     |                                                                                
| |     | (ii)                                                                           
| |     |                                                                                
| | (c) | that is not a mutual fund;                                                     

"person" includes

| | (a) | an individual,
| | --- | --------------
| |     |               
| | (b) | a corporation,

---

- 5 -

| | (c) | a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| | (d) | an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;    

"regulator" means, for the
local jurisdiction, the person referred to in Appendix D of National Instrument
14-101 opposite the name of the local jurisdiction;

"related liabilities"
means:

| | (a) | liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets; or
| | --- | -----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                        
| | (b) | liabilities that are secured by financial
  assets;                                                                    

"Schedule III bank" means an
authorized foreign bank named in Schedule III of the Bank Act (Canada);

"spouse" means an individual
who,

| | (c) | is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act(Canada),
      from the other individual,                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                     
| | (d) | is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or                                    
| |     |                                                                                                                                                                                                     
| | (e) | in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act(Alberta);
  and

"subsidiary" means an
issuer that is controlled directly or indirectly by another issuer and includes
a subsidiary of that subsidiary.

All monetary references are in Canadian Dollars.

---

EXHIBIT 2

REPRESENTATION LETTER

(FOR NON-CANADIAN RESIDENT INVESTORS EXCLUDING U.S.
PERSONS)

|TO:     | MegaWest Energy Corp. (the
      "Corporation")
|------- | -----------------------------------------------
|        |                                                
|AND TO: | Tristone Capital Inc.                          

(Capitalized terms not specifically defined in this Exhibit
have the meaning ascribed to them in the Subscription Agreement to which this
Exhibit is attached)

In connection with the execution
by the undersigned Subscriber of the Subscription Agreement which this
Representation Letter forms a part of, the undersigned Subscriber hereby
represents, warrants, covenants and certifies to the Corporation that:

|1. | The undersigned Subscriber and (if applicable) any other
      purchaser for whom it is acting hereunder, is resident in the jurisdiction
      set out as the "Subscriber's Residential Address" on the face page of the
      Subscription Agreement (the "Foreign Jurisdiction") and the
      undersigned Subscriber certifies that it and (if applicable) any other
      purchaser for whom it is acting hereunder is not resident in or otherwise
      subject to applicable securities laws of any province or territory of
      Canada.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | The undersigned Subscriber and (if applicable) any other
      purchaser for whom it is acting hereunder, is a purchaser which is
      purchasing the Shares pursuant to an exemption from any prospectus or
      securities registration or similar requirements under the applicable
      securities laws of the Foreign Jurisdiction or any other securities laws
      to which the Subscriber and (if applicable) any other purchaser for whom
      the Subscriber is acting hereunder are otherwise subject.                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | If the undersigned Subscriber, or any other purchaser for
      whom it is acting hereunder, is resident in or otherwise subject to
      applicable securities laws of the United
Kingdom:                                                                                                                                                                                                                                                                                                                                                       

| | (a) | the Subscriber is either: (i) purchasing the Shares as
      principal for its own account, (ii) acting as agent for a Disclosed
      Beneficial Purchaser who is disclosed on the face page of the Subscription
      Agreement and who is purchasing the Shares as principal for its own
      account; or (iii) purchasing the Shares on behalf of discretionary
      client(s) in circumstances where section 86(2) of the Financial Services
      and Markets Act 2000 ("FSMA") applies;                                                                                                                                                                                                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | the Subscriber (and if the undersigned Subscriber is
      purchasing as agent for a Disclosed Beneficial Purchaser, the Disclosed
      Beneficial Purchaser) is a person in the United Kingdom: (i) who is a
      "qualified investor" for the purposes of section 86(7) of the FSMA, (ii)
      is such a person as is referred to in Article 19 (investment
      professionals) or 49 (high net worth companies etc) of the Financial
      Services and Markets Act 2000 (Financial Promotion) Order 2005; and (iii)
      has complied with and undertakes to comply with all applicable provisions
      of the FSMA and other applicable securities laws with respect to anything
      done by it in relation to the Securities in, from or otherwise involving
      the United Kingdom; and                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | it confirms that, to the extent applicable to it, it is
      aware of, has complied and will comply with its obligations in connection
      with the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and
      Part VIII of the FSMA, it has identified its clients in accordance with
      the Money Laundering Regulations 2003 (the "Regulations") and has complied
      fully with its obligations pursuant to the Regulations and will, as a
      condition precedent of any acceptance of this subscription, provide all
      such information and documents as may be required in relation to it (or
      any person on whose behalf it is acting as agent) that may be required by
      the Corporation or any agent or person acting for it in order to discharge
      any obligations under the Regulations.

---

- 2 -

|4. | The purchase of Shares by the Subscriber, and any other
      purchaser for whom it is acting hereunder, does not contravene any of the
      applicable securities laws in the Foreign Jurisdiction or any other
      securities laws to which the Subscriber and (if applicable) any other
      purchaser for whom the Subscriber is acting hereunder are otherwise
      subject and does not result in: (i) any obligation of the Corporation to
      prepare and file a prospectus, an offering memorandum or similar document;
      or (ii) any obligation of the Corporation to make any filings with or seek
      any approvals of any kind from any regulatory body in such jurisdiction or
      any other ongoing reporting requirements with respect to such purchase or
      otherwise; or (iii) any registration or other obligation on the part of
      the Corporation under the applicable securities laws in the Foreign
      Jurisdiction or any other securities laws to which the Subscriber and (if
      applicable) any other purchaser for whom the Subscriber is acting
      hereunder are otherwise subject.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | The Shares are being acquired for investment purposes
      only and not with a view to the resale or distribution of all or any of
      the Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6. | The Subscriber, and any other purchaser for whom it is
      acting hereunder, are knowledgeable of, and have been independently
      advised as to, the securities laws of the Foreign Jurisdiction or any
      other securities laws to which the Subscriber and (if applicable) any
      other purchaser for whom the Subscriber is acting hereunder are otherwise
      subject.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | Upon execution of this Exhibit 2 by the undersigned
      Subscriber, this Exhibit 2 shall be incorporated into and form a part of
      the Subscription Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Dated: ________________ , 2008.

| |                                                     
| | ----------------------------------------------------
| | Print name
      of Subscriber                      
| |                                                     
| | By:                                                 
| |                                                     
| |                                                     
| |                                                     
| | Print name
      of Signatory (if different from the
| | Subscriber)                                         
| |                                                     
| |                                                     
| | Title                                               

---