Filed by sedaredgar.com - AMG Oil Ltd. - Exhibit 4.2






EXECUTION COPY

SECURITIES EXCHANGE AGREEMENT 

(Minority Shareholders) 

THIS AGREEMENT is dated as of the 4th day of August,
2009 

AMONG: 

AMG OIL LTD., a corporation
continued under the laws of Canada 

(“AMG”) 

AND: 

THE UNDERSIGNED SHAREHOLDER
OF ADIRA ENERGY CORP. 

(the “Adira Shareholder”) 

WHEREAS: 

(A)                   
AMG is a corporation continued under the Canada Business Corporation Act
whose shares are publicly traded in the United States of America on the OTC
Bulletin Board; 

(B)                   
AMG and Adira Energy Corp., an Ontario corporation (“Adira”) intend to
effect a business combination pursuant to which AMG will acquire all of the
issued and outstanding shares of Adira and will continue to operate the business
of Adira as a wholly-owned subsidiary of AMG following closing of the
acquisition; 

(C)                   
AMG has concurrently with the execution of this Agreement entered into a
securities exchange agreement among AMG, Adira and the principal shareholders of
Adira (the “Adira Principal Shareholders”) whereby the Adira Principal
Shareholders have agreed to exchange the common shares of Adira held by the
Adira Principal Shareholders (the “Adira Principal Shares”) for common
shares of AMG (the “Principal Shareholders’ Securities Exchange
Agreement”); 

(D)                   
It is a condition of the execution of the Principal Shareholders’ Securities
Exchange Agreement by AMG that AMG shall concurrently enter into securities
exchange agreements with each of shareholders of Adira other than the Adira
Principal Shareholders (the “Adira Minority Shareholders”) pursuant to
which each Adira Minority Shareholder will agree to exchange its common shares
of Adira (the “Adira Minority Shares”) for common shares of AMG (the
“Minority Shareholders’ Securities Exchange Agreements”); and 

(E)                   
The Adira Shareholder is an Adira Minority Shareholder and wishes to exchange
its common shares of Adira for common shares of AMG on the terms and subject to
the conditions of this agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the mutual covenants and agreements herein contained and of
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows: 




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ARTICLE 1 

DEFINITIONS AND INTERPRETATION

Definitions 

	1.1 	In this Agreement, the following
      terms have the meanings ascribed thereto as follows:




	 	(a) 	
      “Acquisition” means the acquisition by AMG of all
      of the Adira Shares held by the Adira Shareholder;

	 	 	 
	 	(b) 	
      “Adira Minority Shareholders” has the meaning set
      forth in the recitals hereto;

	 	 	 
	 	(c) 	
      “Adira Minority Shares” has the meaning set forth
      in the recitals hereto;

	 	 	 
	 	(d) 	
      “Adira Principal Shareholders” has the meaning set
      forth in the recitals hereto;

	 	 	 
	 	(e) 	
      “Adira Principal Shares” has the meaning set forth
      in the recitals hereto;

	 	 	 
	 	(f) 	
      “Adira Shares” means the common shares in the
      capital of Adira held by the Adira Shareholder, as set forth in Schedule
      A;

	 	 	 
	 	(g) 	
      “Adira Unit” means a unit comprised of one common
      share of Adira and one-half of one Adira Warrant to be issued to the
      Private Placement Subscribers;

	 	 	 
	 	(h) 	
      “Adira Warrant” means a share purchase warrant of
      Adira comprising a portion of each Adira Unit, each of which will entitle
      the holder to purchase one common share of Adira at a price of US$0.50 per
      share for a period of 24 months following Closing;

	 	 	 
	 	(i) 	
      “Agreement” means this securities exchange
      agreement, as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with the terms hereof;

	 	 	 
	 	(j) 	
      “AMG Shares” means the common shares with no par
      value in the capital of AMG, to be issued to the Adira Shareholder in
      exchange for the Adira Shares in accordance with Section 2.1 of this
      Agreement;

	 	 	 
	 	(k) 	
      “Business Day” means any day, other than a
      Saturday, Sunday or statutory holiday in Vancouver, British
    Columbia;

	 	 	 
	 	(l) 	
      “Closing Date” means the date of Closing as
      determined in accordance with Section 2.3 of this Agreement;

	 	 	 
	 	(m) 	
      “Closing” means the completion of the
      Acquisition;

	 	 	 
	 	(n) 	
      “Escrow Agent” means the escrow agent appointed by
      AMG and Adira on closing to act as escrow agent pursuant to the Escrow
      Agreements;

	 	 	 
	 	(o) 	
      “Escrow Agreements” means the escrow agreements to
      be entered into among AMG, the Adira Shareholders and the Escrow Agent on
      Closing;







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	 	(p) 	
      “Exchange Ratio” means a ratio of one AMG Share
      for each Adira Share, as such Adira Shares are outstanding following the
      Share Split;

	 	 	 
	 	(q) 	
      “Lien” means any mortgage, charge, pledge,
      hypothecation, security interest, assignment, lien (statutory or
      otherwise), charge, title retention agreement or arrangement, restrictive
      covenant or other encumbrance of any nature or any other arrangement or
      condition, which, in substance, secures payment, or performance of an
      obligation;

	 	 	 
	 	(r) 	
      “Minority Shareholders’ Securities Exchange
      Agreements” has the meaning set forth in the recitals
hereto;

	 	 	 
	 	(s) 	
      “Party” means a party to this Agreement and
      “Parties” means all parties to this Agreement;

	 	 	 
	 	(t) 	
      “Person” means and includes an individual, firm,
      sole proprietorship, partnership, joint venture, venture capital or hedge
      fund, association, unincorporated association, unincorporated syndicate,
      unincorporated organization, estate, group, trust, body corporate
      (including a limited liability company and an unlimited liability
      company), a trustee, executor, administrator or other legal
      representative, Governmental Entity, syndicate or other entity, whether or
      not having legal status;

	 	 	 
	 	(u) 	
      “Principal Shareholders Securities Exchange
      Agreement” has the meaning set forth in the recitals hereto;

	 	 	 
	 	(v) 	
      “Private Placement” means the a private placement
      of 8,000,000 Adira Units at a price of US$0.25 per Adira Unit, or such
      lesser number of Adira Units as approved by Adira, to be undertaken by
      Adira and completed prior to Closing;

	 	 	 
	 	(w) 	
      “Share Split” means the subdivision of the
      outstanding common shares of Adira such that there are 31,200,000 common
      shares of Adira issued and outstanding prior to Closing, exclusive of any
      common shares of Adira that may be issued as part of the Private
      Placement;

	 	 	 
	 	(x) 	
      “U.S. Exchange Act” means the United States
      Securities Exchange Act of 1934, as amended; and

	 	 	 
	 	(y) 	
      “U.S. Securities Act” shall mean the United States
      Securities Act of 1933, as amended.



Schedules 

1.2                   
The following schedule attached hereto form part of this Agreement: 


	 	(a) 	
      Schedule A – List of Adira
Shareholders







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ARTICLE 2


SECURITIES EXCHANGE


Purchase and Sale


2.1                   
Subject to the terms and conditions hereof and based upon the mutual
representations, warranties, terms and conditions herein contained, the Adira
Shareholder agrees to assign, sell and transfer to AMG on the Closing Date all
its right, title and interest in and to the Adira Shares and AMG agrees to
purchase the Adira Shares from the Adira Shareholder in exchange for the
issuance of the AMG Shares to the Adira Shareholder on the basis of the Exchange
Ratio, each in accordance with and as set out in Schedule A hereto. 

Principal Shareholders’ Share Exchange Agreement 

2.2                   
This Agreement is executed concurrently with the Principal Shareholders’ Share
Exchange Agreement and Minority Shareholders’ Share Exchange Agreements with
each of the other Adira Minority Shareholders. Each Party acknowledges that the
completion of the Acquisition will be subject to and contingent upon the
concurrent completion by AMG of: 

	 	(a) 	
      the acquisition of the Adira Principal Shares from the
      Adira Principal Shareholders on the terms and conditions of the Principal
      Shareholders’ Share Exchange Agreement; and

	 	 	 
	 	(b) 	
      the acquisition of the Adira Minority Shares from each of
      the other Adira Minority Shareholders on the terms and conditions of the
      Minority Shareholders’ Share Exchange Agreements.



Closing


2.3                   
The Closing will take place on a date specified by AMG (the “Closing
Date”), which date will be no later than five business days after the
satisfaction of the conditions precedent to set forth in Section 2.3 of the
Principal Shareholders’ Securities Exchange Agreement, provided that in no event
will the Closing Date be later than September 30, 2009.

Escrow Agreements


2.4                   
The AMG Shares issued to the Adira Shareholder on Closing will be delivered into
escrow and held in accordance with the terms and conditions of the Escrow
Agreement following Closing. The Adira Shareholder agrees to execute and deliver
on Closing an Escrow Agreement with respect to the AMG Shares to be issued to
the Adira Shareholder on Closing. Under the Escrow Agreement, the AMG Shares
shall be released to the Adira Shareholder as follows:

	 	(a) 	
      12.5% will be released on the completion of the
      Acquisition;

	 	 	 
	 	(b) 	
      12.5% will be released on the date which is six months
      following the completion of the Acquisition;

	 	 	 
	 	(c) 	
      25% will be released on the date which is twelve months
      following the completion of the Acquisition;
and







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	 	(d) 	
      the remaining escrowed securities will be released on the
      date which is 18 months following the completion of the
  Acquisition.



In addition and notwithstanding the above release schedule, the
AMG Shares will be released to the Adira Shareholders upon the occurrence of a
“change of control”, as defined as follows: 

“Change of Control” means, and
is effective upon: (i) the acquisition by any person or groups of persons acting
jointly or in concert, directly or indirectly, in a single transaction or a
series of related transactions, of voting securities of AMG giving such person
beneficial ownership, voting control or direction over more than 50.1% of the
aggregate voting rights attached to AMG’s voting securities; (ii) the
acquisition by any person (other than AMG or any of its subsidiaries) or one or
more members of a group of persons acting jointly or in concert (other than a
group consisting solely of two or more of AMG and any of its subsidiaries),
directly or indirectly, in a single transaction or a series of related
transactions, of all or substantially all of the assets of AMG and its
subsidiaries, taken as a whole; or (iii) the completion of a merger,
amalgamation, arrangement or similar transaction which results in holders of the
voting rights attached to the Common Shares prior to the completion of the
transaction holding less than 50.1% of the voting securities of the resulting
entity (as measured by voting power and not by number of securities) after the
completion of the transaction. 

Restrictions under the U.S. Securities Act


2.5                   
The Adira Shareholder acknowledges and agrees that the AMG Shares will be
offered and sold to the Adira Shareholder without such offer and sale being
registered under the U.S. Securities Act and will be issued to the Adira
Shareholder in an offshore transaction outside of the United States in
accordance with a safe harbour from the registration requirements of the U.S.
Securities Act provided by Rule 903 of Regulation S of the U.S. Securities Act
based on the representations and warranties of the Adira Shareholder in this
Agreement. As such, the Adira Shareholder acknowledges that the AMG Shares may
not be offered, resold, pledged or otherwise transferred except through an
exemption from registration under the U.S. Securities Act or pursuant to an
effective registration statement under the U.S. Securities Act and in accordance
with all applicable state securities laws and the laws of any other
jurisdiction. The Adira Shareholder agrees to resell the AMG Shares only in
accordance with the provisions of Regulation S of the U.S. Securities Act,
pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption from registration pursuant to the U.S. Securities Act. The
Adira Shareholder agrees that AMG may refuse to register any transfer of the AMG
Shares not made in accordance with the provisions of Regulation S of the U.S.
Securities Act, pursuant to registration under the U.S. Securities Act, pursuant
to an available exemption from registration. The Adira Shareholder agrees that
AMG may require the opinion of legal counsel reasonably acceptable to AMG in the
event of any offer, sale, pledge or transfer of any of the AMG Shares by the
Adira Shareholder pursuant to an exemption from registration under the U.S.
Securities Act. The Adira Shareholder acknowledges that AMG has no obligation to
register the resale of any of the AMG Shares by the Adira Shareholder pursuant
to the U.S. Securities Act. The Adira Shareholder acknowledges and agrees that
AMG is a “shell company” as defined under the U.S. Securities Act and, as a
consequence, the Adira Shareholder will not be entitled to resell any of the AMG
Shares issued on Closing in the United States within the period of one year
following the date that AMG files “Form 10 Information”, as defined in Rule 144
under the U.S. Securities Act, with the United States Securities and Exchange
Commission. 




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Authorization by Adira Shareholder 

2.6                   
The Adira Shareholder by execution of this Agreement hereby irrevocably
authorizes Adira: 

	 	(a) 	
      to act as its representative at the Closing and to
      execute in its name and on its behalf all closing receipts and documents
      required;

	 	 	 
	 	(b) 	
      to complete or correct any errors or omissions in or to
      make non-material amendments, modifications or supplements to any form or
      document, including this Agreement, provided by the Adira
    Shareholder;

	 	 	 
	 	(c) 	
      to receive on its behalf certificates representing the
      AMG Shares under this Agreement;

	 	 	 
	 	(d) 	
      to approve any opinions, certificates or other documents
      addressed to the Adira Shareholder;

	 	 	 
	 	(e) 	
      to waive, in whole or in part, any representations,
      warranties, covenants or conditions for the benefit of the Adira
      Shareholder and contained in this Agreement; and

	 	 	 
	 	(f) 	
      to exercise any rights of termination contained in this
      Agreement.



ARTICLE 3


REPRESENTATIONS AND WARRANTIES OF AMG

Representations and Warranties of AMG


3.1                   
AMG hereby provides to the Adira Shareholder the benefit of the representation
and warranties of AMG as set forth in Article 3 of the Securities Exchange
Agreement and acknowledges the Adira Shareholder is relying on such
representations and warranties in connection with the transactions contemplated
hereby. 

ARTICLE 4


REPRESENTATIONS AND WARRANTIES OF
THE ADIRA
SHAREHOLDER 


Representations and Warranties of Adira Shareholder 

4.1                   
The Adira Shareholder hereby severally represents and warrants to AMG as follows
and acknowledges that AMG is relying on such representations and warranties in
connection with the transactions contemplated hereby: 

Ownership of Adira
Shares


	 	(a) 	
      The Adira Shareholder is the registered legal and
      beneficial holder of the number of Adira Shares as set beside the name of
      the Adira Shareholder in List of Adira Shareholders attached as
      Schedule A hereto as of the date of this Agreement with good and
      marketable title thereto, free and clear of all
Liens.



Principal Shareholders’
Securities Exchange Agreement




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	 	(b) 	
      The Adira Shareholder has had the opportunity to review
      the Principal Shareholders’ Securities Exchange Agreement prior to
      execution of this Agreement.



No Other
Agreements


	 	(c) 	
      No Person (other than AMG) has any agreement, option or
      right, present or future, contingent, absolute or capable of becoming an
      agreement, option or right, or which with the passage of time or the
      occurrence of any event could become an agreement, option or right, to
      require the Adira Shareholder to, sell, transfer, assign or otherwise
      dispose of any of the Adira Shares owned by the Adira
  Shareholder.



Capacity and Authority of the
Adira Shareholder

	 	(d) 	
      The Adira Shareholder has good right, full power and
      absolute authority to assign, sell and transfer its respective Adira
      Shares to AMG in accordance with the terms of this Agreement, free of all
      Liens.



Necessary
Proceedings


	 	(e) 	
      All necessary or required measures, proceedings and
      actions of the Adira Shareholder have been taken to authorize and enable
      it to enter into and deliver this Agreement and to perform its obligations
      hereunder.



Valid and Binding
Obligation


	 	(f) 	
      This Agreement has been duly executed and delivered by
      the Adira Shareholder and constitutes a legal, valid and binding
      obligation of the Adira Shareholder, enforceable against it in accordance
      with their respective terms subject only to:

	 	 	 	 
	 		(i) 	
      any limitation under applicable laws relating to
      bankruptcy, insolvency, moratorium, reorganization and other similar laws
      relating to or affecting the enforcement of creditors’ rights generally;
      and

	 	 	 	 
	 		(ii) 	
      the fact that equitable remedies, including the remedies
      of specific performance and injunction, may only be granted in the
      discretion of a court.



Company Assets


	 	(g) 	
      The Adira Shareholder does not own or have any right or
      interest in or to any of the assets of Adira, other than its rights it may
      have as a shareholder of Adira.



No Shareholder
Loans


	 	(h) 	
      There are no shareholder loans or other liabilities or
      indebtedness owed by Adira to the Adira Shareholder, except as set forth
      in the Adira Financial Statements.



No Related Party
Agreements


	 	(i) 	
      The Adira Shareholder is not party to any agreement with
      Adira, except as set forth in the Adira Financial Statements, as such term
      is defined in the Principal Shareholders’ Securities Exchange
      Agreement.







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Not a U.S. Person


	 	
      (j) 
	
      The Adira Shareholder is not a “U.S. Person” as defined
      by Regulation S of the Securities Act, as set forth below, and is not
      acquiring the Adira Shares for the account or benefit of a U.S. Person. A
      “U.S. Person” is defined by Regulation S of the Act to be any person who
      is (a) any natural person resident in the United States; (b) any
      partnership or corporation organized or incorporated under the laws of the
      United States; (c) any estate of which any executor or administrator is a
      U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any
      agency or branch of a foreign entity located in the United States; (f) any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary organized, incorporate, or (if
      an individual) resident in the United States; and (g) any partnership or
      corporation if (i) organized or incorporated under the laws of any foreign
      jurisdiction; and (ii) formed by a U.S. person principally for the purpose
      of investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited Subscribers as defined
      in Section 230.501(a) of the Act who are not natural persons, estates or
      trusts.



No Offer in the United
States


	 	(k) 	
      The Adira Shareholder was not in the United States at the
      time the offer to exchange the Adira Shares for AMG Shares was received or
      at the time this Agreement was executed.



Sophisticated
Purchaser


	 	(l) 	
      The Adira Shareholder has such knowledge, sophistication
      and experience in business and financial matters such that it is capable
      of evaluating the merits and risks of the investment in the AMG
    Shares.



Acquisition for
Investment


	 	(m) 	
      The AMG Shares to be issued to the Adira Shareholder will
      be acquired by the Adira Shareholder for investment for the Adira
      Shareholder’s own account, not as a nominee or agent, and not with a view
      to the resale or distribution.



Survival


4.2                   
The representations and warranties of the Adira Shareholder contained in this
Agreement will survive the Closing and continue in full force and effect for a
period of 12 months after the Closing Date, provided that representations and
warranties contained in Section 4.1(a), which will have no time limitation and
any claim that is based upon an intentional misrepresentation or fraud by the
Adira Shareholder may be brought at any time. 




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ARTICLE 5


COVENANTS OF THE ADIRA SHAREHOLDER

Covenants of the Adira Shareholder


5.1                   
The Adira Shareholder covenants and agrees with AMG that until the Closing Date
or termination of this Agreement, except as otherwise contemplated in this
Agreement or agreed to in writing by AMG, it will: 

No Breach


(a)          
not to take any action which would constitute or cause a breach of any
representation, warranty, covenant or other obligation of the Adira Shareholder
contained in this Agreement; and

Necessary Steps


(b)           to
take all actions, steps and proceedings that are necessary or desirable to
approve or authorize, or to validly and effectively undertake, the execution,
delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement. 

ARTICLE 6


COVENANTS OF AMG


6.1 AMG covenants and agrees with the Adira Shareholder that
until the Closing Date or termination of this Agreement, except as otherwise
contemplated in this Agreement or agreed to in writing by the Adira Shareholder,
it will: 

No Breach


(a)         
 not take any action which would constitute or cause a breach of any
representation, warranty, covenant or other obligation of AMG contained in this
Agreement; 

Necessary Steps


(b)           to
take all actions, steps and proceedings that are necessary or desirable to
approve or authorize, or to validly and effectively undertake, the execution,
delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement. 

ARTICLE 7


CONDITIONS PRECEDENT


Mutual Conditions Precedent


7.1                   
The transactions contemplated herein are subject to the following conditions to
be fulfilled or performed on or prior to the Closing Date, which conditions are
for the mutual benefit of both AMG and the Adira Shareholder and may be waived
by AMG and the Adira Shareholder, jointly, in writing: 




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	 	(a) 	
      the Private Placement shall have completed, provided that
      the Private Placement may complete concurrently with the
    Acquisition;

	 	 	 
	 	(a) 	
      AMG will have completed the acquisition of all of the
      Adira Principal Shares from the Adira Principal Shareholders pursuant to
      the Principal Shareholders’ Securities Exchange Agreement, provided that
      this acquisition may complete concurrently with the Acquisition;

	 	 	 
	 	(b) 	
      AMG will have completed the acquisition of all of the
      Adira Minority Shares from each of the other Adira Minority Shareholders
      pursuant to the Minority Shareholders’ Securities Exchange Agreements,
      provided that this acquisition may complete concurrently with the
      Acquisition; and

	 	 	 
	 	(c) 	
      there shall not exist any prohibition or law against the
      completion of the Acquisition and there shall not be enacted, promulgated
      or applied any Governmental Order to enjoin, prohibit or impose any
      material limitations or conditions on the
Acquisition.



Conditions for the Benefit of AMG


7.2                   
The transactions contemplated herein are subject to the following conditions to
be fulfilled or performed on or prior to the Closing Date, which conditions are
for the exclusive benefit of AMG and may be waived, in whole or in part, by AMG
in its sole discretion: 

	 	(b) 	
      the Adira Shareholder shall have performed, fulfilled or
      complied with, in all material respects, all of its obligations, covenants
      and agreements contained in this Agreement to be fulfilled or complied
      with by the Adira Shareholder at or prior to the Closing Date;

	 	 	 
	 	(c) 	
      the representations and warranties of the Adira
      Shareholder contained herein shall be true and correct in all material
      respects as at the Closing Date with the same effect as if made on the
      Closing Date;

	 	 	 
	 	(d) 	
      all proceedings, including all necessary corporate
      proceedings, to be taken in connection with the transactions contemplated
      in this Agreement shall be satisfactory in form and substance to AMG,
      acting reasonably, and AMG shall have received copies of all instruments
      and other evidence as it may reasonably request in order to establish the
      closing of such transactions and the taking of all necessary proceedings
      in connection therewith; and

	 	 	 
	 	(e) 	
      the Adira Shareholder will have completed the closing
      deliveries required by Section 8.3 of this
Agreement.



Conditions for the Benefit of the Adira Shareholder 

7.3                   
The transactions contemplated herein are subject to the following conditions to
be fulfilled or performed on or prior to the Closing Date, which conditions are
for the exclusive benefit of the Adira Shareholder and may be waived, in whole
or in part, by the Adira Shareholder in its sole discretion: 

	 	(a) 	
      AMG shall have performed, fulfilled or complied with, in
      all material respects, all of its obligations, covenants and agreements
      contained in this Agreement to be fulfilled or complied with by AMG at or
      prior to the Closing Date;











 - 11 -



	 	 (b) 	 the representations and warranties of AMG contained
        herein shall be true and correct in all material respects as at the Closing
        Date with the same effect as if made on the Closing Date; and

	 	 	 
	 	 (c) 	 AMG will have completed the closing deliveries required
        by Section 8.2 of this Agreement.



 ARTICLE 8

 CLOSING 


Time of Closing



 8.1                  
  The Closing of the Acquisition will be completed at the offices of Aird &
  Berlis LLP, Suite 1800, 181 Bay Street, Toronto, Ontario, M5J 2T9, at 4:00 p.m.
  (Toronto time) on the Closing Date, or at such other time and place as may be
  mutually agreed upon by the Parties hereto. 


Closing Deliveries of AMG



 8.2                   
  On or before the Closing Date, AMG will deliver, or cause to be delivered the
  following closing documents against delivery by the Adira Shareholder of the
  closing documents specified in Section 8.3 of this Agreement: 

	 	 (a) 	 share certificates representing the AMG Shares in
        the name of the Adira Shareholder in accordance with Schedule A hereto;

	 	 	 
	 	 (b) 	 a certificate of an officer of AMG addressed to the
        Adira Shareholder confirming that to the best of its knowledge, the representations
        and warranties of AMG in this Agreement are true and correct as of the
        Closing Date;

	 	 	 
	 	 (c) 	 the Escrow Agreement, executed by AMG and the transfer
        agent;

	 	 	 
	 	 (d) 	 such other documents and instruments, other than those
        set out above, as may be reasonably requested by the solicitors advising
        Adira in order to complete the transactions set out in this Agreement.



 Closing Deliveries of the Adira Shareholder

 8.3                  
  On or before the Closing Date, the Adira Shareholder will deliver, or cause
  to be delivered the following closing documents against delivery by AMG of the
  closing documents specified in Section 8.2 of this Agreement: 

	 	 (a) 	 the share certificates representing the Adira Shares
        held by the Adira Shareholder duly endorsed by transfer to AMG;

	 	 	 
	 	 (b) 	 a certificate of the Adira Shareholder addressed to
        AMG confirming that its representations and warranties in this Agreement
        are true and correct as of the Closing Date;

	 	 	 
	 	 (c) 	 the Escrow Agreement executed by the Adira Shareholder
        and Adira,









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	 	(d) 	
      such other documents and instruments, other than those
      set out above, as may be reasonably requested by the solicitors advising
      AMG in order to complete the transactions set out in this
  Agreement.



ARTICLE 9 

TERMINATION 

Termination Rights 

9.1                   
This Agreement may, by notice in writing given prior to or on the Closing Date,
be terminated: 

	 	(a) 	
      by mutual consent of AMG and the Adira
  Shareholder;

	 	 	 
	 	(b) 	
      by either AMG or the Adira Shareholder if the Principal
      Shareholders’ Securities Exchange Agreement is terminated for any
      reason;

	 	 	 
	 	(c) 	
      by either AMG or the Adira Shareholder if any of the
      conditions set forth herein for its benefit has not been fulfilled or
      waived at or prior to Closing Date; or

	 	 	 
	 	(d) 	
      by either AMG or the Adira Shareholder if the Acquisition
      is not consummated by September 30, 2009 or such other date as may be
      agreed to by AMG and the Adira Shareholder; and, in such event, each Party
      shall be released from all obligations under this
  Agreement.



Effect of Termination


9.2                   
Each Party’s right of termination under this Article 9 is in addition to any
other rights it may have under this Agreement or otherwise, and the exercise of
a right of termination will not be an election of remedies. Nothing in Article 9
shall limit or affect any other rights or causes of action the Parties may have
with respect to the representations, warranties, covenants and indemnities in
its favour contained in this Agreement. If a Party waives compliance with any of
the conditions, obligations or covenants contained in this Agreement, the waiver
will be without prejudice to any of its rights of termination in the event of
non-fulfillment, non-observance or non-performance of any other condition,
obligation or covenant in whole or in part. 

9.3                   
If this Agreement is terminated pursuant to any provision of this Article 9, all
obligations of the Parties under this Agreement will terminate, except if this
Agreement is terminated by a Party because of a breach of this Agreement by the
another Party or because a condition for the benefit of the terminating Party
has not been satisfied because the other Party has failed to perform any of its
obligations or covenants under this Agreement which are reasonably capable of
being performed or caused to be performed by such Party, and the terminating
Party’s right to pursue all legal remedies will survive such termination
unimpaired. 




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ARTICLE 10

GENERAL 

Expenses


10.1                  
Each Party shall be responsible for its own legal and audit fees and other
charges incurred in connection with the preparation of this Agreement, all
negotiations between the Parties and the consummation of the transactions
contemplated hereby. 

Independent Legal Advice


10.2                   
Each of the Parties acknowledges that he has read, understands and agrees with
all of the provisions of this Agreement and acknowledges that he has had the
opportunity to obtain independent legal advice with respect thereto. 

Entire Agreement


10.3                   
This Agreement constitutes the entire agreement among the Parties hereto and
supersede all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings, whether oral or written,
express or implied, with respect to the subject matter hereof. None of the
Parties hereto shall be bound or charged with any oral or written agreements,
representations, warranties, statements, promises, information, arrangements or
understandings not specifically set forth in this Agreement or in the schedules,
documents and instruments to be delivered on the Closing Date pursuant to this
Agreement. The Parties hereto further acknowledge and agree that, in entering
into this Agreement and in delivering the schedules, documents and instruments
to be delivered on the Closing Date, they have not in any way relied, and will
not in any way rely, upon any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings,
express or implied, not specifically set forth in this Agreement or in such
schedules, documents or instruments. 

Further Assurances


10.4                   
Each of the Parties hereto will from time to time after the Closing Date at the
other’s request and expense and without further consideration, execute and
deliver such other instruments of transfer, conveyance and assignment and take
such further action as the other may reasonably require to give effect to any
matter provided for herein. 

Severability


10.5                   
In the event that any provision or part of this Agreement is determined by any
court or other judicial or administrative body to be illegal, null, void,
invalid or unenforceable, that provision shall be severed to the extent that it
is so declared and the other provisions of this Agreement shall continue in full
force and effect. 

Applicable Law


10.6                   
This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and the federal laws of Canada applicable
therein. 




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Adornment


10.7                   
The Parties hereby irrevocably and unconditionally consent to and submit to the
exclusive jurisdiction of the courts of the Province of British Columbia for any
actions, suits or proceedings arising out of or relating to this Agreement or
the matters contemplated hereby. The Parties hereby irrevocably and
unconditionally waive any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the matters contemplated hereby
in the courts of the Province of British Columbia and hereby further irrevocably
and unconditionally waive and agree not to plead or claim in any such applicable
courts, as the case may be, that any such action, suit or proceeding so brought
has been brought in an inconvenient forum. 

Successors and Assigns


10.8                   
This Agreement shall accrue to the benefit of and be binding upon each of the
Parties hereto and their respective heirs, executors, administrators and
assigns, provided that this Agreement shall not be assigned by any one of the
Parties without the prior written consent of the other Party. 

Time of Essence


10.9                   
Time shall be of the essence hereof.


Notices


10.10                  Any
notice required or permitted to be given hereunder shall be in writing and shall
be effectively given if (i) delivered personally, (ii) sent prepaid courier
service or mail, or (iii) sent prepaid by facsimile transmission or other
similar means of electronic communication (confirmed on the same or following
day by prepaid mail) addressed as follows:

	 	(a) 	
      in the case of notice to AMG:

	 	 	 
	 		
      AMG Oil Ltd.

	 		
      Suite 2901 – 1050 Burrard Street 
Vancouver, British
      Columbia 
V6Z 2S3;

	 	 	 
	 		
      With a copy to:

	 	 	 
	 		
      Lang Michener LLP

	 		
      1500 – 1055 West Georgia Street 
Vancouver, British
      Columbia 
V6E 4N7

	 	 	 
	 		
      Attention: Michael H. Taylor

	 	 	 
	 		
      Tel:     (604) 691-7410
      
Fax:     (604)
893-2669




	 	(b) 	
      in the case of notice to the Adira Shareholder:

	 	 	 
	 		
      c/o ADIRA ENERGY CORP.

	 		
      Suite 901, 30 St. Claire Avenue
West







- 15 -

Toronto, Ontario 
M4V 3A1 

with a copy to: 

Aird & Berlis LLP 
Suite 1800,
181 Bay Street 
Toronto, Ontario
M5J 2T9 

Attention: Daniel N. Bloch 

Tel:     (416)
865-4739 

  Fax:     (416) 863-1515 

Any notice, designation, communication, request, demand or
other document given or sent or delivered as aforesaid shall: 

	 	(a) 	
      if delivered as aforesaid, be deemed to have been given,
      sent, delivered and received on the date of delivery;

	 	 	 
	 	(b) 	
      if sent by mail as aforesaid, be deemed to have been
      given, sent, delivered and received (but not actually received) on the
      fourth Business Day following the date of mailing, unless at any time
      between the date of mailing and the fourth Business Day thereafter there
      is a discontinuance or interruption of regular postal service, whether due
      to strike or lockout or work slowdown, affecting postal service at the
      point of dispatch or delivery or any intermediate point, in which case the
      same shall be deemed to have been given, sent, delivered and received in
      the ordinary course of the mail, allowing for such discontinuance or
      interruption of regular postal service; and

	 	 	 
	 	(c) 	
      if sent by facsimile machine, be deemed to have been
      given, sent, delivered and received on the date the sender receives the
      facsimile machine answer back confirming receipt by the
  recipient.



Waiver


10.11                  
Any Party hereto which is entitled to the benefits of this Agreement may, and
has the right to, unless otherwise provided, waive any term or condition hereof
at any time on or prior to the Closing Date, provided however that such waiver
shall be evidenced by written instrument duly executed on behalf of such Party.


Amendments


10.12                   No
amendment, modification or supplement to this Agreement shall be effective
unless provided in writing and signed by all the Parties hereto and approved by
all necessary governmental regulatory authorities. 

Remedies Cumulative


10.13                   The
rights and remedies of the Parties under this Agreement are cumulative and in
addition to and not in substitution for any rights or remedies provided by law.
Any single or partial




- 16 -


exercise by any Party hereto of any right or remedy for default
or breach of any term, covenant or condition of this Agreement does not waive,
alter, affect or prejudice any other right or remedy to which such Party may be
lawfully entitled for the same default or breach. 

[Remainder of this page left intentionally blank]





- 17 -


Counterparts


10.14                  This
Agreement may be executed in several counterparts (by original or facsimile
signature), each of which when so executed shall be deemed to be an original and
each of such counterparts, if executed by each of the Parties, shall constitute
a valid and enforceable agreement among the Parties. 

IN WITNESS WHEREOF this agreement has been executed by
the Parties hereto as of the date first above written. 

	AMG OIL LTD. 	 
	 	  	 
	 	  	 
	Per: 	   	 
	 	Authorized Signatory 	 
	 	  	 
	 	  	 
	Per: 	  	 
	 	Print Name and Title 	 


 

MINORITY SHAREHOLDER


	Signature of Minority Shareholder (or authorized
      signatory): 	 
	 	 
	Name of Minority Shareholders: 	 
	 	 
	Name of Authorized Signatory (if applicable):