Adira Energy Corp. - Exhibit 4.10 - Filed by newsfilecorp.com



Exhibit 4.11 

AGREEMENT 

          THIS
  AGREEMENT ("Agreement"), dated as of November 26, 2010, is entered
  into by and between Adira Energy Ltd., a corporation governed by the federal
  laws of Canada (the "Company") and BRM Group Ltd. ("BRM").
  

          WITNESSETH:
  

          WHEREAS,
  BRM intends to subscribe for common shares (the "Subscribed Shares")
  in the capital of the Company (each common share in the capital of the Company
  a "Common Share"); 

          AND
  WHEREAS, the Company and BRM desire to undertake the actions and agreements
  contained herein. 

          NOW,
  THEREFORE, in consideration of the foregoing and the respective promises,
  representations, warranties, covenants and agreements of the parties contained
  herein and for other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged by each of the parties hereto, the parties
  hereto, intending to be legally bound hereby, agree as follows: 

ARTICLE 13 

  BOARD OF DIRECTORS 

13.1   Director Nominees 

          Having
  considered the request of BRM that upon completion of the purchase of the Subscribed
  Shares resulting in:

(i) BRM together with its Representatives
  (as defined below) being the beneficial owner of at least 10% of the outstanding
  Common Shares (the "10 Percent Threshold") that two persons nominated
  from time to time by BRM, initially being each of Messrs. Eli Barkat and Yael
  Reznick Cramer (the "10 Percent Nominees"); or

(ii) BRM together with its Representatives
  being the beneficial owner of less than the 10 Percent Threshold but equal to
  or greater than 7% of the outstanding Common Shares (the "7 Percent Threshold")
  that a person nominated from time to time by BRM, initially being that Messr.
  Eli Barkat (the "7 Percent Nominee", and together with the 10
  Percent Nominee, as the case may be, hereinafter the "Nominees"),

each of whom is or shall be an individual selected and proposed
  by BRM, be nominated by management of the Company ("Management") for
  election to the Company’s board of directors (the "Board") and having
  received the consent of each of the Nominees to act as a director, the Corporate
  Governance Committee of the Board (the "Governance Committee")
  shall review in good faith in the exercise of its duties and shall recommend
  the nomination of each of the Nominees as a director of the Company on the terms
  set out in this Agreement.




 Based upon such recommendation and the agreement of BRM hereunder,
  concurrently with the execution and delivery of this Agreement, the Board has
  as of this date increased the number of directors to eight on the understanding
  that the current incumbent members of the Board and the Nominees shall be named
  as Management’s nominees for election as directors in the Company’s
  management proxy circular at each annual meeting of shareholders of the Company
  (the "Annual Meetings"), and are to be nominated by Management to be
  elected as directors at the Annual Meetings and are expected to be elected or
  re-elected as the case may be at each of the Annual Meetings and to serve on
  the Board up to and including the date which:

(i) in the case of the 10 Percent Nominees,
  shall be the date on which the aggregate beneficial ownership of Common Shares
  of BRM and its Representatives falls below the 10 Percent Threshold; and

(ii) in the case of the 7 Percent Nominee,
  on the date on which the aggregate beneficial ownership of Common Shares of
  BRM and its Representatives falls below the 7 Percent Threshold (each of the
  dates referred to in(i) and (ii) hereinafter an "End Date").

The Nominees will be invited to join certain Committees of the
  Board upon and subject to their election as directors of the Company and the
  determination of the Board as to which Committees they will be invited to join.

13.2  Qualified Designees 

          Subject
  to applicable law and the rules of any stock exchange or quotation system on
  which any securities of the Company are listed and posted for trading or quoted,
  as applicable, at the relevant time (the "Exchange"), in the event that
  before the End Date a vacancy on the Board is created as a result of any Nominee’s
  death, resignation, disqualification (including, without limitation, as a result
  of failing to satisfy the Conditions (as defined below)), or removal (or that
  of any Qualified Designee (as defined below)), then BRM shall have thirty (30)
  days from the date it becomes aware of such event to select another individual
  who satisfies the Conditions to fill such vacancy by providing written notice
  to the Chair of the Corporate Governance Committee which notice shall identify
  the individual, and his or her qualifications and credentials to serve as a
  director of the Company, and to confirm that he or she satisfies the Conditions
  (each such individual being referred to as a "Qualified Designee").
  Following receipt of such notice, the members of the Governance Committee will
  review the qualifications and credentials of the Qualified Designee, in good
  faith in the exercise of their duties, and determine whether to recommend the
  appointment of the individual to the Board to fill the vacancy. In the event
  that: (i) the Governance Committee recommends the appointment of the individual
  to the Board, the Board accepts such recommendation and appoints such individual
  as a director, such individual shall serve on the Board as contemplated in Section
  1.1 above, or (ii) the Governance Committee determines not to recommend the
  appointment of the individual to the Board (or the Board determines to reject
  a positive recommendation of the Governance Committee), then the Board shall
  promptly notify BRM and allow BRM to select another individual who satisfies
  the Conditions who shall then be subject to approval in accordance with the
  procedures set out above, and so on as necessary until the vacancy shall be
  filled with a Qualified Designee. 





	13.3 	 BRM shall be entitled to appoint one member to the Board
        of Directors of each entity of which the Company is the controlling shareholder
        or the general partner.

	 	 
	13.4 	 Condition





	 	(a) 	 Notwithstanding anything to the contrary in
        this Agreement, each of the Nominees (and any Qualified Designee) shall,
        satisfy the following conditions (such conditions referred to as the "Conditions"):

	 	 	 	 
	 		(i) 	 co-operate with the Board to allow the Board to determine,
        that as of the date of this Agreement, that he is either "independent"
        or not "independent" as defined under applicable Canadian securities laws;

	 	 	 	 
	 		(ii) 	 at all times while serving on the Board, be qualified
        to serve as a director under the Canada Business Corporations Act, as
        amended (the "CBCA");

	 	 	 	 
	 		(iii) 	 confirm to the Board as of the date of this Agreement,
        that he has made all disclosures required by section 120 of the CBCA;
        and

	 	 	 	 
	 		(iv) 	 execute the Board’s standard confidentiality and
        non circumvent agreements in the form required to be executed by all directors
        of the Board.

	 	 	 	 
	 	(b) 	 BRM shall promptly advise the Chair of the
        Corporate Governance Committee in writing if BRM becomes aware that any
        of the Nominees (or any Qualified Designee) ceases to satisfy the Conditions.

	 	 	 	 
	 	(c) 	 Notwithstanding anything to the contrary in
        this Agreement, but subject to the right of BRM to select a Qualified
        Designee as provided in Section 1.2 hereof, if, at any time, any of the
        Nominees (or any Qualified Designee) ceases to satisfy the condition in
        Section 1.4(1)(b), upon the request of the Board to BRM, BRM shall promptly
        cause such Nominee (or Qualified Designee) to resign from the Board immediately
        and such Nominee (or Qualified Designee) shall deliver his or her written
        resignation to the Board forthwith.



ARTICLE 14 

  REPRESENTATIONS, WARRANTIES AND COVENANTS 

	14.1 	 Representations and Warranties of BRM

	 	 
		 BRM represents and warrants to the Company that:





	 	(i) 	 BRM is duly organized and validly existing under the
        laws of its jurisdiction of organization and has all requisite power and
        authority to execute and deliver this Agreement,

	 	 	 
	 	(ii) 	 this Agreement has been duly executed and delivered
        by BRM,









	 	(iii) 	 BRM has no reason to believe that any of the Nominees
        is not "independent" as defined under applicable Canadian securities laws;

	 	 	 
	 	(iv) 	 this Agreement constitutes the legal, valid and binding
        agreement of BRM, enforceable against BRM in accordance with its terms,
        except as may be limited by bankruptcy, insolvency, fraudulent conveyance,
        reorganization, moratorium, and similar laws relating to or affecting
        creditors’ rights generally and general equitable principles (whether
        considered in a proceeding in equity or at law), in each case now or hereafter
        in effect, and

	 	 	 
	 	(v) 	 to the best of BRM’s knowledge, each of the Nominees
        satisfies the Conditions.





	14.2 	 Representations and Warranties of the Company

	 	 
		 The Company represents and warrants to BRM that:





	 	(i) 	 the Company is duly organized and validly existing under
        the federal laws of Canada and has all requisite corporate power and authority
        to execute and deliver this Agreement,

	 	 	 
	 	(ii) 	 this Agreement has been duly executed and delivered
        by the Company,

	 	 	 
	 	(iii) 	 this Agreement constitutes the legal, valid and binding
        agreement of the Company, enforceable against the Company in accordance
        with its terms, except as may be limited by bankruptcy, insolvency, fraudulent
        conveyance, reorganization, moratorium, and similar laws relating to or
        affecting creditors’ rights generally and general equitable principles
        (whether considered in a proceeding in equity or at law), in each case
        now or hereafter in effect,

	 	 	 
	 	(iv) 	 the Company has not granted any other party any rights
        relating to appointing nominees to the Board or to any committees of the
        Board on terms that are more favourable than those same rights granted
        to BRM (including, without limitation, proportionate voting or the length
        of time of management support for such nominees), and the Company shall
        forthwith notify BRM in writing and shall give BRM the right to, in its
        sole discretion, amend the terms of this Agreement relating to such provisions
        to coincide with such other provisions. The Company shall promptly cause
        all such actions to take place as may be necessary to amend this Agreement
        to effect such changes; and

	 	 	 
	 	(v) 	 the Company's actions contemplated by this Agreement
        (including by Sections 1.1, 1.2 and 1.4 of this Agreement) have been duly
        and validly authorized by all necessary corporate action and expressly
        approved by the Board.








ARTICLE 15 

  TERMINATION 

	15.1 	 Termination



The provisions of this Agreement shall
  remain in full force and effect until the earliest of: 

	 	(i) 	 the date that BRM, together with any directly or indirectly
        controlled persons or persons in whom BRM beneficially owns and/or exercises
        control or direction over, directly or indirectly, securities carrying
        more than 50% of the voting rights of such Person (collectively, "Representatives")
        beneficially own and/or exercises control or direction over, directly
        or indirectly, less than seven percent (7%) of the outstanding Common
        Shares of the Company; and

	 	 	 
	 	(ii) 	 the date established by mutual written agreement of
        the Company and BRM.



15.2  Effect of Termination 

          Notwithstanding
  Section 3.1, the provisions of Article 4 shall survive the termination of any
  of the provisions this Agreement. No termination pursuant to Section 3.1 shall
  relieve any party hereto from liability for any breach of this Agreement prior
  to such termination. 

ARTICLE 16 

  GENERAL 

16.1  Notices 

          All
  notices, requests, claims, demands and other communications hereunder shall
  be in writing and shall be deemed to have been duly given to a party if delivered
  in person (providing proof of delivery) to the party at the following addresses
  (or at such other address for a party as shall be specified by like notice)
  on the date of delivery, if sent by mail seven (7) business days after mailing,
  or if by facsimile, upon confirmation of receipt: 

	 	(a) 	 If to the Company:

	 	 	 
	 		 Adira Energy Ltd.

	 		 Suite 1204, 120 Adelaide Street West 

        Toronto, Ontario, M5H 1T1

	 	 	 
	 		 Attention:      Alan Friedman,
        Vice President Corporate Development 

        Telephone: 

        Facsimile:     (416) 925-1404









	 	(b) 	 If to BRM and any of its Representatives:

	 	 	 
	 		 BRM Group Ltd.

	 		 Ackerstein Towers, Building B 

        11 Hamenofim Street 

        Herzliya Pituach 46725, Israel

	 	 	 
	 		 Attention:      Yael Reznik
        Cramer 

        Telephone:     +972-9-954-9555 

        Facsimile:      +972-9-954-9557



with a copy to, which copy shall not
  constitute notice hereunder: 

Aird & Berlis LLP 

  Brookfield Place, 181 Bay Street, Suite 1800 

  Toronto, Ontario M5J 2T9 

Attention:      Daniel N. Bloch 

  Telephone:    416-865-4739 

  Facsimile:      416-863-1515 

and 

Naschitz Brandes & Co. 

  5 Tuval St. 

  Tel-Aviv, Israel 

  Attention:      Sharon Amir 

  Telephone:    +972-3-623-5090 

  Facsimile:      +972-3-623-5106 

16.2  No Third-Party Beneficiaries 

          Nothing
  in this Agreement, whether express or implied, is intended to or shall confer
  any rights, benefits or remedies under or by reason of this Agreement on any
  persons other than the parties and their respective successors (or, in respect
  of the Nominee, his heirs, administrators, executors and personal representatives)
  and permitted assigns, nor is anything in this Agreement intended to relieve
  or discharge the obligation or liability of any third persons to any party,
  nor shall any provisions give any third persons any right or subrogation over
  or action against any party. 

16.3  Governing Law 

	 	(a) 	 This Agreement shall be governed by and construed and
        enforced in accordance with the laws of the State of Israel, without giving
        effect to the conflicts of law provisions thereof (except for such terms
        which under applicable securities and corporate laws must be governed
        by the laws of the Province of Ontario and the federal laws of Canada,
        which shall be governed by such laws of the Province of Ontario and the
        federal laws of Canada. Any disputes arising out of or in connection with
        this Agreement, shall be exclusively adjudicated in the courts of Tel-Aviv,
        Israel. Each party hereto irrevocably submits (and BRM shall cause the
        Representatives to submit) to the personal jurisdiction of such court
        for the purposes of any such suit, action, counterclaim or proceeding
        arising out of this Agreement (collectively, a "Suit").









	 		  Each of the parties hereto hereby waives and agrees
        not to assert by way of motion, as a defense or otherwise in any such
        Suit, any claim that it is not subject to jurisdiction of the above court,
        that such Suit is brought in an inconvenient forum, or the venue of such
        Suit is improper.

	 	 	 
	 	(b) 	 Each of the parties hereby agrees (and BRM shall cause
        the Representatives to accept) that service of all writs, process and
        summonses in any Suit may be made upon such party or Representative by
        mail to the address as provided in this Agreement. Nothing herein shall
        in anyway be deemed to limit the ability of any party to serve any such
        writs, process or summonses in any other matter permitted by applicable
        law.



16.4  Assignment; Successors 

          This
  Agreement shall be binding upon and inure to the benefit of and be enforceable
  by the parties and their respective successors (or, in respect of the Nominee,
  his heirs, administrators, executors and personal representatives) and permitted
  assigns. No party to this Agreement may assign its rights or delegate its obligations
  under this Agreement, whether by operation of law or otherwise. 

16.5  Amendments; Waivers 

          Subject
  to applicable law, this Agreement may only be amended pursuant to a written
  agreement executed by all the parties, and no waiver of compliance with any
  provision or condition of this Agreement and no consent provided for in this
  Agreement shall be effective unless evidenced by a written instrument executed
  by the party against whom such waiver or consent is to be effective. No waiver
  of any term or provision of this Agreement shall be construed as a further or
  continuing waiver of such term or provision or any other term or provision.


16.6  Entire Agreement 

          This
  Agreement constitutes the entire agreement of all the parties and supersedes
  any and all prior and contemporaneous agreements, memoranda, arrangements and
  understandings, both written and oral, between the parties, or any of them,
  with respect to the subject matter hereof. No representation, warranty, promise,
  inducement or statement of intention has been made by any party which is not
  contained in this Agreement and no party shall be bound by, or be liable for,
  any alleged representation, promise, inducement or statement of intention not
  contained herein or therein. The parties expressly disclaim reliance on any
  information, statements, representations or warranties regarding the subject
  matter of this Agreement other than the terms of this Agreement. 




16.7  Counterparts 

          To
  facilitate execution, this Agreement may be executed in any number of counterparts
  (including by facsimile transmission), each of which shall be deemed to be an
  original, but all of which together shall constitute one binding agreement on
  the parties, notwithstanding that not all parties are signatories to the same
  counterpart. 

16.8  Specific Performance 

          The
  parties agree that irreparable damage would occur in the event any of the provisions
  of this Agreement were not performed in accordance with the terms hereof and
  that the parties are entitled to an injunction or specific performance of the
  terms hereof in addition to any other remedies at law or in equity. 

[Signature Page Follows] 




          IN
  WITNESS WHEREOF, the parties have duly executed this Agreement as of the
  date first above written. 

ADIRA ENERGY LTD. 

 

	 	By: 	 
	 	 	Name: 
	 	 	Title: 


 

BRM GROUP LTD. 

 

	 	By: 	 
	 	 	Name: 
	 	 	Title: