Common use of Additional Investment Right Clause in Contracts

Additional Investment Right. To Purchase $____________ of Stated Value of Series B convertible Preferred Stock and Series B Common Stock Purchase Warrants of THIS ADDITIONAL INVESTMENT RIGHT (the "AIR") certifies that, for value received, _____________ (the "HOLDER"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "INITIAL EXERCISE DATE") and on or prior to the close of business one year after the first date after which the Company gives notice to the Holder (“Barrel Condition Notice”) upon which the production and sale of hydrocarbons during the immediately preceding 30-day period totals 3,000 barrels (being 42 United States gallons of oil per barrel) from all of those properties acquired by the Holders from Megawest Energy Missouri Corp., a subsidiary of MegaWest Energy Corp., pursuant to that certain Agreement of Purchase and Sale dated as of at or about the date of this certificate. (the "TERMINATION DATE") but not thereafter, to subscribe for and purchase from MegaWest Energy Corp., a corporation continued under the Business Corporations Act (Alberta) (the "COMPANY"), up to $_________ of Stated Value of Series B Convertible Preferred Stock (“SERIES B PREFERRED STOCK”) and receive five (5) Series B Common Stock Purchase Warrants (“SERIES B WARRANTS”), for each such one dollar of Stated Value. The Series B Preferred Stock shall be issued subject to the Certificate of Resolutions of the Series B Preferred Stock annexed hereto as Exhibit A. the Series B Warrants will be issued in the form annexed hereto as Exhibit B.

Additional Investment Right. To Purchase $____________ For so long as that certain A▇▇▇▇▇▇ and Restated Senior Secured Convertible Debenture of Stated Value the Company due February 11, 2026 (as may be amended, restated, amended and restated, or otherwise modified or exchanged from time to time) or shares of Series B convertible C-2 Convertible Preferred Stock of the Company (as may be amended, restated, amended and Series B Common Stock Purchase Warrants of THIS ADDITIONAL INVESTMENT RIGHT restated, or otherwise modified or exchanged from time to time) are outstanding, the Purchaser shall have the right (the "AIR") certifies that“Additional Investment Right”), for exercisable at any time and from time to time, beginning on or after May 23, 2025, to purchase up to $10,000,000 of aggregate stated value received, _____________ of additional shares of Series C-2 Preferred Stock (the "HOLDER"“AIR Preferred Shares”), is entitledprovided that any Additional Investment Right may only be exercised in a minimum amount of $500,000 of AIR Preferred Shares. The AIR Preferred Shares shall have the same terms as the Series C-2 Preferred Stock then outstanding, provided that, upon the terms later of (i) Stockholder Approval Date and subject (ii) the issuance of AIR Preferred Shares, the conversion price in the AIR Preferred Shares and Series C-2 Preferred Stock shall be deemed to be the lowest of (i) the Conversion Price as in effect on the date that the Holder exercises such Additional Investment Right, and (ii) the greater of (x) the Floor Price (as defined in the Series C-2 Certificate of Designations) and (y) 85% of the arithmetic average of the three (3) lowest VWAPs during the ten (10) Trading Days prior to the limitations on date the Purchaser exercises its Additional Investment Right. For a Purchaser to exercise such Additional Investment Right, Purchaser shall deliver written notice to the Company (“AIR Exercise Notice”), stating its election to exercise the Additional Investment Right, and the conditions hereinafter set forthspecific dollar amount with respect to the AIR Preferred Shares to be purchased by such Purchaser (“Subsequent Amount”). Within two (2) business days of its receipt of the AIR Exercise Notice, at any time on or after the Company shall notify the Purchaser of the date hereof on which such purchase and sale shall occur (each such closing, the "INITIAL EXERCISE DATE"“AIR Subsequent Closing”). The AIR Subsequent Closing shall occur no later than two (2) business days (each such date, the “AIR Subsequent Closing Date”) following receipt by the Company of the AIR Exercise Notice unless otherwise mutually agreed upon by the Purchaser and on Company. On or prior to the close of business one year after the first date after which AIR Subsequent Closing Date: (i) the Company gives notice shall deliver or cause to be delivered to each such exercising Purchaser: (A) a legal opinion of Company Counsel, in a form reasonably acceptable to the Holder Purchaser, (“Barrel Condition Notice”B) upon a copy of the Irrevocable Transfer Agent Instructions to issue the AIR Preferred Shares, which the production instructions shall have been delivered to and sale of hydrocarbons during the immediately preceding 30-day period totals 3,000 barrels (being 42 United States gallons of oil per barrel) from all of those properties acquired acknowledged in writing by the Holders from Megawest Energy Missouri Corp.Company’s transfer agent; (C) A certificate, a subsidiary duly executed by the Chief Executive Officer or Chief Financial Officer of MegaWest Energy Corp.the Company, pursuant to that certain Agreement of Purchase and Sale dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the AIR Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or about the date of this certificate. (the "TERMINATION DATE") but not thereafter, to subscribe for and purchase from MegaWest Energy Corp., a corporation continued under the Business Corporations Act (Alberta) (the "COMPANY"), up to $_________ of Stated Value of Series B Convertible Preferred Stock (“SERIES B PREFERRED STOCK”) and receive five (5) Series B Common Stock Purchase Warrants (“SERIES B WARRANTS”), for each such one dollar of Stated Value. The Series B Preferred Stock shall be issued subject prior to the Certificate of Resolutions AIR Subsequent Closing Date; (D) Wire transfer instructions of the Series B Preferred Stock annexed hereto Company; (E) Such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as Exhibit A. such Purchaser or its counsel may reasonably request; and (ii) each Purchaser shall deliver to the Series B Warrants will be issued Company the subscription amount for the applicable Subsequent Amount by wire transfer to the account specified in writing by the form annexed hereto as Exhibit B.Company..”