---

UNITED STATES

SUBSCRIPTION AGREEMENT FOR COMMON SHARES

|TO:     | MegaWest Energy Corp. (the
      "Corporation")        
|------- | -------------------------------------------------------
|        |                                                        
|AND TO: | Tristone Capital Inc. (the "Agent")                    
|        |                                                        
|AND TO: | Tristone Capital USA Inc. (the "Placement
      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"). In addition to this face page, the Subscriber
must also complete all applicable exhibits attached hereto.

| |                                                                                                 |  |  |  |  |                                               | 
| | ----------------------------------------------------------------------------------------------- |  |  |  |  | --------------------------------------------- | 
| |                                                                                                 |  |  |  |  | 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)                                                     |  |  |  |  |                                               | 
| |                                                                                                 |  |  |  |  |                                               | 
| |                                                                                                 |  |  |  |  |                                               | 
| | (Please print name of individual whose
      signature appears                                  |  |  |  |  |                                               | 
| | above if different than the name of the
      Subscriber printed                                |  |  |  |  |                                               | 
| | above.)                                                                                         |  |  |  |  |                                               | 
| |                                                                                                 |  |  |  |  |                                               | 
| |                                                                                                 |  |  |  |  |                                               | 
| | (Subscriber's Residential Address)                                                              |  |  |  |  |                                               | 
| |                                                                                                 |  |  |  |  |                                               | 
| |                                                                                                 |  |  |  |  |                                               | 
| | (Telephone
      Number)                                                
      (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 10 pages (not including
Exhibits)

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| | 2 | UNITED STATES
| | - | -------------

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

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

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, the Agent and the Placement Agent
(and acknowledges that the Corporation, the Agent, the Placement 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, the Agent or the Placement 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, in addition to any other legend
      required under United States' securities laws described in this
      Subscription Agreement, any certificates representing the Shares are to
      bear a legend indicating that the resale of such securities is
      restricted; 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (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 acknowledges that it has not
      purchased the Shares as a result of any general solicitation or general
      advertising, as such terms are defined in Regulation D of the U.S.
      Securities Act (as hereinafter defined), including, without limitation,
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising; 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| | 3 | UNITED STATES
| | - | -------------

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 3(f), it is purchasing the
      Shares directly from the Corporation pursuant to Regulation D under United
      States Securities Act of 1933, as amended (the "U.S. Securities
      Act"):
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                             
| |     | (iv)                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                             
| |     | (v)                                                                                                                                                                                                                         

THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE " U.S. SECURITIES ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MEGAWEST ENERGY CORP. (THE
"CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AND IN
COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED
STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144

---

| | 4 | UNITED STATES
| | - | -------------

THEREUNDER, IF APPLICABLE AND IN
COMPLIANCE WITH ANY STATE SECURITIES LAWS, OR (D) IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN ANY EVENT, IN COMPLIANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES; PRIOR TO ANY TRANSFER
PURSUANT TO THE FOREGOING CLAUSE (C), AFTER PROVIDING A LEGAL OPINION OR OTHER
EVIDENCE SATISFACTORY TO THE CORPORATION.

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.

| |       | If the Corporation is a "foreign issuer" and there is no
      "substantial U.S. market interest" in the Shares (all within the meaning
      of Regulation S under the U.S. Securities Act) at the time of sale outside
      the United States is accordance with Rule 904 of Regulation S, a new
      certificate, which will constitute "good delivery" in settlement of
      transactions on Canadian stock exchanges, will be made available to the
      Subscriber upon provision by the Subscriber of a declaration in the form
      attached to this Subscription Agreement as Exhibit 3 or in such other form
      that is acceptable to the Corporation; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vi)  | it is an Institutional Accredited Investor because it is
      an entity described in Exhibit 1 hereto, and it is acquiring the Shares as
      principal for its own account, and not with a view to any resale,
      distribution or other disposition of the Shares, in violation of United
      States securities laws; and                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vii) | it has concurrently executed and delivered Exhibit 1
      hereto with this Subscription Agreement which Exhibit is incorporated into
      and forms a part of this Subscription Agreement;
and                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (f) | unless it is purchasing under 3(e), it is purchasing the
      Shares from the Placement Agent pursuant to Rule 144A under the U.S.
      Securities Act:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | it is a "Qualified Institutional Buyer" as defined in
      Rule 144A under the U.S. Securities Act ("Rule 144A");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | it understands and acknowledges that the Shares have not
      been and will not be registered under the U.S. Securities Act or the
      securities laws of any state of the United States, and are therefore
      "restricted securities" within the meaning of Rule 144 under the U.S.
      Securities Act, and agrees that if it decides to offer, sell or otherwise
      transfer or pledge any of the Shares, it will not offer, sell or otherwise
      transfer or pledge any of such Shares, directly or indirectly, except: (A)
      if the sale is made pursuant to registration of the Shares under the U.S.
      Securities Act, (B) to the Corporation, (C) in the United States, in
      accordance with Rule 144A to a person it reasonably believes is a
      Qualified Institutional Buyer that purchases for its own account or for
      the account of another Qualified Institutional Buyer and to whom notice is
      given that the offer, sale or transfer is being made in reliance on Rule
      144A, (D) outside the United States in accordance with Rule 904 of
      Regulation S under the U.S. Securities Act, and in compliance with
      applicable local laws and regulations, (E) the sale is made pursuant to
      the exemption from registration under the U.S. Securities Act provided by
      Rule 144 thereunder, or (F) in a transaction that does not require
      registration under the U.S. Securities Act or any applicable United States
      state securities laws, and it has furnished to the Corporation an opinion
      of counsel of recognized standing reasonably satisfactory to the
      Corporation to that effect; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | it has received, for its information only, a copy of this
      Subscription Agreement and a term sheet relating to the Offering in the
      United States of the Shares and has had access to such additional
      information, if any, concerning the Corporation as it has considered
      necessary in connection with its investment decision to invest in the
      Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)  | it understands and acknowledges that all Shares sold in
      the United States to Qualified Institutional Buyers as part of this
      Offering will bear a legend to the foregoing
effect:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES

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| | 5 | UNITED STATES
| | - | -------------

ACT") OR STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MEGAWEST
ENERGY CORP. (THE "CORPORATION") THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AND
IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS (C) INSIDE THE UNITED
STATES, PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER TO A PERSON IT REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN
THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D)
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN
ANY EVENT, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED
STATES; PRIOR TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), AFTER
PROVIDING A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION.

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.

If the Corporation is a "foreign
issuer" and there is no "substantial U.S. market interest" in the Shares (all
within the meaning of Regulation S under the U.S. Securities Act) at the time of
sale outside the United States is accordance with Rule 904 of Regulation S, a
new certificate, which will constitute "good delivery" in settlement of
transactions on Canadian stock exchanges, will be made available to the
Subscriber upon provision by the Subscriber of a declaration in the form
attached to this Subscription Agreement as Exhibit 3 or in such other form that
is acceptable to the Corporation; and

| | (v)  | it acknowledges that the sale to it of the Shares is
      being made in reliance on Rule 144A, and it certifies that it is and will
      be acquiring the Shares for its own account or for the account of a
      Qualified Institutional Buyer; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                        
| | (vi) | it has concurrently delivered Exhibit 2 hereto with this
      Subscription Agreement which Exhibit is incorporated into and forms a part
      of this Subscription Agreement; and                                                                    

| | (g) | it certifies that it is not resident in or otherwise
      subject to applicable securities laws of any province or territory of
      Canada and it acknowledges that:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                        
| |     | (i)                                                                                                                                                                    
| |     |                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                   
| |     |                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                  
| |     |                                                                                                                                                                        
| |     | (iv)                                                                                                                                                                   
| |     |                                                                                                                                                                        
| |     | (v)                                                                                                                                                                    

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| | 6 | UNITED STATES
| | - | -------------

| | (h) | it understands and agrees that there may be material tax
      consequences to the Subscriber of an acquisition or disposition of the
      Shares. The Corporation gives no opinion and makes no representation with
      respect to the tax consequences to the Subscriber under United States,
      state, local or foreign tax law of the undersigneds acquisition or
      disposition of such Shares. In particular, no determination has been made
      whether the Corporation will be a "passive Foreign investment company"
      ("PFIC") within the meaning of Section 1291 of the United States
      Internal Revenue Code; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i) | it understands and agrees that the financial statements
      of the Corporation have been prepared in accordance with Canadian
      generally accepted accounting principles, which differ in some respects
      from United States generally accepted accounting principles, and thus may
      not be comparable to financial statements of United States companies;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j) | it consents to the Corporation making a notation on its
      records or giving instructions to any transfer agent of the Corporation in
      order to implement the restrictions on transfer set forth and described in
      this Subscription Agreement and understands and acknowledges that the
      Corporation and/or the transfer agent for the Shares may not record a
      transfer by any person in the United States without first being satisfied
      that such transfer is exempt from or not subject to registration under the
      Securities Act and any applicable state securities laws; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (k) | it is resident in the United States of America, its
      territories and possessions or any state of the United States or the
      District of Columbia (collectively the "United States"), a "U.S.
      Person" as such term is defined in Regulation S of the U.S. Securities Act
      or was in the United States at the time the securities were offered or the
      Subscription Agreement was executed; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (l) | it understands that the Shares are "restricted
      securities" within the meaning of Rule 144 under the U.S. Securities Act
      and that the U.S. Securities Act and the rules of the SEC provide that the
      Subscriber may dispose of the Shares only pursuant to an effective
      registration statement under the U.S. Securities Act or an exemption from
      registration under the U.S. Securities Act, and, other than as set out
      herein, the Subscriber understands that the Corporation has no obligation
      to register any of the Shares or to take action so as to permit sales
      pursuant to the U.S. Securities Act (including Rule 144 thereunder).
      Accordingly, the Subscriber understands that absent registration, under
      the rules of the SEC, the Subscriber may be required to hold the Shares
      indefinitely or to transfer the Shares in "private placements" which are
      exempt from registration under the U.S. Securities Act, in which event the
      transferee will acquire "restricted securities" subject to the same
      limitations as in the hands of the Subscriber. As a consequence, the
      Subscriber understands that it must bear the economic risks of the
      investment in the Shares for an indefinite period of time; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (m) | it understands and acknowledges that the Corporation is
      not obligated to remain a "foreign issuer" (as defined in Regulation S
      under the U.S. Securities Act); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (n) | it has no intention to distribute, and shall not
      transfer, either directly or indirectly any of the Shares to any person
      within the United States or to U.S. persons, as defined in Regulations S
      except pursuant to an effective registration statement under the U.S.
      Securities Act, or an exemption from registration under the U.S.
      Securities Act; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (o) | if it is not an individual, it pre-existed the Offering
      of the Shares and has a bona fidebusiness 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

| | 7 | UNITED STATES
| | - | -------------

| |      | 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)  | 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; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (u)  | 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, the Agent or the
      Placement Agent, such publicly available information having been delivered
      to the Subscriber without independent investigation or verification by the
      Agent or the Placement Agent, and agrees that the Agent, the Placement
      Agent and their 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 and Placement Agent's counsel are acting as counsel to the
      Corporation and the Agent and Placement Agent, respectively, and not as
      counsel to the Subscriber (or any person on whose behalf the Subscriber is
      contracting); and
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v)  | 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 Representation Letter in the form
      attached as Exhibit 1 or Exhibit 2, as applicable); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (w)  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (x)  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (y)  | the Aggregate Subscription Price which will be advanced
      by the Subscriber to the Agent, the Placement 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 Subscription
      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; and 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (z)  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (aa) | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

| | 8 | UNITED STATES
| | - | -------------

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.,
Attn: Rita Sivadas at Suite 2020, 335 - 8thAvenue S.W., Calgary,
Alberta, T2P 1C9; 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; (b) a fully executed and
completed Representation Letter in the form of Exhibit 1or Exhibit
2, attached hereto, as applicable; (c) 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;
and (d) such other documents as may be requested pursuant to subsection 3(v)
hereof. 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 and the Placement
Agent are satisfied that all of their terms and conditions for the Offering have
been satisfied or waived by them, the Agent and the Placement 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.

6. The Corporation, the Agent and the Placement 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, the Agent and
the Placement 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, the
Agent and the Placement 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, the Agent, the Placement Agent and their
respective affiliates, shareholders, directors, officers, employees, counsel and
agents 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 - 8thAvenue 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 and the Placement
Agent have been appointed by the Corporation to act as the agents 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 and the
Placement 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 or
      the
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 9 | UNITED STATES
| | - | -------------

| |     | Placement 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 and/or the
      Placement 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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 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 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 consents to the foregoing
collection, use and disclosure of the Subscriber's personal information. The
Subscriber 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 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.

---

| | 10 | UNITED STATES
| | -- | -------------

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.

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 to US dollars.

---

UNITED STATES

EXHIBIT 1

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS PURSUANT TO REGULATION D)

|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. | It understands the Shares have not been and will not be
      registered under the United States Securities Act of 1933, as amended (the
      "U.S. Securities Act"), or the securities laws of any state of the
      United States and that the sale contemplated hereby is being made in
      reliance on an exemption from such registration requirements and that the
      Shares cannot be resold unless they are registered under the U.S.
      Securities Act or unless an exemption from registration thereunder is
      available.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | It satisfies one or more of the categories indicated
      below (please place an "X" on the appropriate
  lines):                                                                                                                                                                                                                                                                                                                                                                                                                               

| | _____ | An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or partnership, not formed for the specific
      purpose of acquiring the Shares, with total assets in excess of US
      $5,000,000;                                                                                         
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                 
| | _____ | A trust that (a) has total assets in excess of US
      $5,000,000, (b) was not formed for the specific purpose of acquiring the
      Shares and (c) is directed in its purchases of securities by a person who
      has such knowledge and experience in financial and business matters that
      he/she is capable of evaluating the merits and risks of an investment in
      the Shares;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                 
| | _____ | A bank as defined in Section 3(a)(2) of the U.S.
      Securities Act or a savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting
      in its individual capacity or fiduciary capacity;                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                 
| | _____ | A broker or dealer registered pursuant to Section 15 of
      the United States Securities Exchange Act of 1934;                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                 
| | _____ | An insurance company as defined in Section 2(a)(13) of
      the U.S. Securities Act;                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                 
| | _____ | A plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees that has total
      assets in excess of $5,000,000;                                                                                                                                          

---

- 2 -

| | _____ | An employee benefit plan within the meaning of the United
      States Employee Retirement Income Security Act of 1974 for which the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company, or registered investment advisor, or that has total
      assets in excess of $5,000,000, or, if a self-directed plan, with
      investment decisions made solely by persons that are accredited investors;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _____ | An investment company registered under the United States
      Investment Company Act of 1940 or a business development company as
      defined in Section 2(a)(48) of that Act;                                                                                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _____ | A Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the United
      States Small Business Investment Act of 1958;                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _____ | A private business development company as defined in
      Section 202(a)(22) of the United States Investment Advisors Act of 1940;
      or                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _____ | An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.                                                                                                                                                                                                                                                                                                                                                                                                                

|3. | Upon execution of this Exhibit 1 by the undersigned
      Subscriber, this Exhibit 1 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                                               

---

EXHIBIT 2

REPRESENTATION LETTER

(FOR QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE
144A)

|TO:     | MegaWest Energy Corp. (the
      "Corporation")
|------- | -----------------------------------------------
|        |                                                
|AND TO: | Tristone Capital Inc.                          
|        |                                                
|AND TO: | Tristone Capital USA 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. | It understands the Shares have not been and will not be
      registered under the United States Securities Act of 1933, as amended (the
      "U.S. Securities Act"), or the securities laws of any state of the
      United States and that the sale contemplated hereby is being made in
      reliance on an exemption from such registration requirements and that the
      Shares cannot be resold unless they are registered under the U.S.
      Securities Act or unless an exemption from registration thereunder is
      available.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | The Subscriber is a "Qualified Institutional Buyer" as
      defined in Rule 144A because the Subscriber
either:                                                                                                                                                                                                                                                                                                                                                                                                                                 

(check one of the following categories)

|_____ | (A) | is a dealer registered under Section 15 of the United
      States Securities Exchange Act of 1934 and, as of the end of the
      Subscriber's most recent fiscal year, owned and invested on a
      discretionary basis an aggregate of not less than U.S. $10,000,000 in
      securities of issuers not affiliated with it, which securities do not
      include any unsold allotment to or subscription by the Subscriber as a
      participant in a public offering; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|_____ | (B) | is an investment company registered under the United
      States Investment Company Act of 1940 and, as of the end of the
      Subscriber's most recent fiscal year, it alone or in the aggregate with
      other investment companies having the same investment adviser, owned and
      invested on a discretionary basis an aggregate of not less than U.S.
      $10,000,000 in securities of issuers not affiliated with it; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|_____ | (C) | is a _______________________ [specify nature of entity,
      such as insurance company, employee benefit plan, collective or master
      bank trust fund, etc.] and "qualified institutional buyer" as defined in
      Rule 144A(a)(1) under the U.S. Securities Act other than a dealer or an
      investment company and, as of the end of the Subscriber's most recent
      fiscal year, owned and invested on a discretionary basis an aggregate of
      not less than U.S. $10,000,000 in securities of issuers not affiliated
      with it. In addition, if a bank or savings and loan association, it has an
      audited net worth of at least U.S. $25,000,000 as demonstrated in its
      latest annual financial statements, as of a date not more than 16 months
      preceding the date of sale of Shares if the bank or savings and loan
      association is a U.S. entity or not more than 18 months preceding the sale
      of Shares if the bank or savings and loan association is a non-U.S.
      entity.

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- 2 -

|3. | If the Subscriber is an investment company,
      fill in below:
|-- | ----------------------------------------------------------------

|                                                                                | 
|------------------------------------------------------------------------------- | 
|Print name of investment adviser                                                | 
|                                                                                | 
|As investment adviser to the Subscriber, with respect to
      the Part B above | 

|By:         |  | 
|----------- |  | 
|            |  | 
|Print Name: |  | 
|            |  | 
|Title:      |  | 

|4. | 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                                               

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EXHIBIT 3

Declaration for removal of legend

|TO: | ___________________________________________ as
      registrar and transfer agent for the common shares of MegaWest Energy
      Corp. (the "Corporation")
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                           
|RE: | Sale of
      ______________________________________________                                                                                              
|    | (describe securities)                                                                                                                                     

The undersigned (a) acknowledges
that the sale of the securities of MegaWest Energy Corp. (the "Corporation") to
which this declaration relates is being made in reliance on Rule 904 of
Regulation S under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act") and (b) certifies that (1) the undersigned is not an
affiliate of the Corporation (as that term is defined in Rule 405 under the U.S.
Securities Act), (2) the offer of such securities was not made to a person in
the United States and either (A) at the time the buy order was originated, the
buyer was outside the United States, or the seller and any person acting on its
behalf reasonably believed that the buyer was outside the United States, or (B)
the transaction was executed in, on or through the facilities of the TSX Venture
Exchange or Toronto Stock Exchange and neither the seller nor any person acting
on its behalf knows that the transaction has been prearranged with a buyer in
the United States, (3) neither the seller nor any affiliate of the seller nor
any person acting on any of their behalf has engaged or will engage in any
directed selling efforts in the United States in connection with the offer and
sale of such securities, (4) the sale is bona fide and not for the purpose of
"washing off" the resale restrictions imposed because the securities are
"restricted securities" (as such term is defined in Rule 144(a)(3) under the
U.S. Securities Act), (5) the seller does not intend to replace such securities
with fungible unrestricted securities and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S under the U.S. Securities Act, is part of a plan or
scheme to evade the registration provisions of the U.S. Securities Act. Terms
used herein have the meanings given to them by Regulation S under the U.S.
Securities Act.

|By:                 |           |  | Dated: | 
|------------------- | --------- |  | ------ | 
|                    | Signature |  |        | 
|                    |           |  |        | 
|                    |           |  |        | 
|Name (please print) |           |  |       

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