Filed by sedaredgar.com - AMG Oil Ltd. - Exhibit 4.5






ADIRA ENERGY CORP. 

  SUBSCRIPTION AGREEMENT

TO:      Adira Energy Corp. (the
  “Corporation”)

The undersigned (hereinafter referred to as the
“Subscriber”) hereby irrevocably subscribes for and agrees to purchase
the number of units (“Units”) of the Corporation set forth below for the
aggregate subscription price set forth below, representing a subscription price
of US$0.25 per Unit, upon and subject to the terms and conditions set forth in
“Terms and Conditions of Subscription” attached hereto (together with this page
and the attached Schedules, the “Subscription Agreement”). The
undersigned acknowledges and agrees that the issue and sale of the Units is
taking place in contemplation of all of the issued and outstanding common shares
and share purchase warrants of the Corporation, including those being offered
pursuant to the Subscription Agreement, being acquired (the
“Acquisition”) by AMG Oil Ltd. (“AMG”). The Units are part of an
offering of a minimum of 8,000,000 Units (the “Offering”), subject to
reduction at the Corporation’s sole discretion. Each Unit consists of one common
share (“Common Share”) in the capital of the Corporation and one half of
one transferable Common Share purchase warrant (each whole such purchase warrant
a “Warrant”). Each whole Warrant shall be exercisable into one additional
Common Share of the Corporation (“Warrant Share”) at an exercise price of
US$0.50 per Warrant Share for a period of two years from the Closing (defined
herein). The Acquisition will be completed pursuant to a securities exchange
agreement (the “Securities Exchange Agreement”) to be entered into among
the Corporation, the principal shareholders of the Corporation and AMG.

The Subscriber agrees to be bound by the “Terms and Conditions
of Subscription” attached hereto and agrees that the Corporation may rely upon
the covenants, representations and warranties contained in the Subscription
Agreement. In addition to the face page, the Subscriber must also complete all
applicable schedules attached hereto. All dollar values referred to in this
Subscription Agreement are Canadian dollars unless otherwise indicated. 

Name and Address of Subscriber:


	Details of Subscriber: 	 	  
	 	 	 
	  	 	Number of Units:
  ________________________
	 	 	 
	(Name of Subscriber - please print) 	 	  
	 
    	 	  
	 	 	 
	By:  
    ________________________________________________	 	Aggregate Subscription Price:
      ________________
	         (Authorized Signature) 	 	(the “Subscription Price”) 
	 
    	 	  
	  	 	Details of Beneficial Purchaser (if not the same
      as 
	(Official Capacity or Title - please print) 	 	Subscriber): 
	 
    	 	  
	 	 	 
	(Please print name of individual whose signature 	 	(Name of Beneficial Purchaser) 
	appears above if different than the name of the 	 	  
	Subscriber printed above.) 	 	  
	  	 	(Beneficial Purchaser’s Address) 
	 	 	 
	(Subscriber’s Address) 	 	  
	  	 	(Beneficial Purchaser’s Telephone Number) 
	 	 	 
	(Telephone Number) 	 	  
	 
    	 	  
	 	 	 
	(E-Mail Address) 	 	  
	 	 	 
	 	 	 
	 	 	 







	Register the Units as set forth below: 	 	Deliver the Units as set forth below:
    
	 	 	 
	 	 	 
	(Name) 	 	(Name) 
	 	 	 
	 	 	 
	(Account reference, if applicable) 	 	(Account reference, if applicable) 
	 	 	 
	 	 	 
	(Address) 	 	(Contact Name) 
	 	 	 
	 	 	 
	(Address 	 	(Address) 
	 	 	 
	 	 	 
	  	 	(Address) 




	ACCEPTANCE: The undersigned hereby accepts the above
      subscription on the terms and conditions contained in the Subscription
      Agreement. 
	 
	ADIRA ENERGY CORP. 
	 
	 
	 
	Per:  _____________________________________________     
        Date: ___________________________________________________
	                                                   
      Authorized Signatory 



2 




Terms and Conditions of Subscription

Subscription

	1. 	
      The Subscriber hereby irrevocably subscribes for and
      agrees to purchase the number of Units set on the cover page hereof. The
      Subscriber acknowledges and agrees that the issue and sale of the Units is
      conditional upon: (a) the acceptance of this Subscription Agreement by the
      Corporation; and (b) the fulfillment of all of the conditions to closing
      of the Acquisition as will be set forth in the Securities Exchange
      Agreement, save and except the condition that the Offering will have
      completed (the “Acquisition Conditions to Closing”).

	 	 	 
	2. 	
      The Subscriber tenders herewith the Subscription Price
      payable to “Aird & Berlis LLP in trust” by certified cheque or wire
      transfer (payment instructions are included in Schedule “C” hereto). The
      Subscriber acknowledges that the Subscription Price shall be held by Aird
      & Berlis LLP in escrow until the closing of the Offering (the
      “Closing”).

	 	 	 
	3. 	
      The Subscriber acknowledges that Closing and issuance of
      the Common Shares and Warrants shall take place immediately prior to the
      closing of the Acquisition upon fulfillment of the Acquisition Conditions
      to Closing.

	 	 	 
	4. 	
      The Subscriber agrees that this subscription is given for
      valuable consideration and may not be withdrawn or revoked by the
      Subscriber. It is understood and agreed that this Subscription Agreement
      and the Subscription Price shall be returned without interest or deduction
      to the Subscriber at the address indicated above if:

	 	 	 
		(a) 	
      the subscription is not accepted by the Corporation;
      or

	 	 	 
		(b) 	
      the Closing of the Offering is not completed by September
      30, 2009.

	 	 	 
			
      If the subscription is accepted only in part, that
      portion of the Subscription Price which is not accepted will be returned
      to the Subscriber without interest or deduction. If the Acquisition is not
      completed by September 30, 2009, the Subscription Price shall be returned
      to the Subscriber.



Terms of Exchange upon Acquisition

	5. 	
      The Subscriber hereby agrees to sell, transfer, assign
      and convey to AMG or any successor issuer resulting from the Acquisition
      (the “Successor”) the Units in exchange (the “Exchange”) for
      units (“Successor Units”) in the Successor. The Successor Units
      will be comprised of common shares in the Successor (“Successor
      Shares”) and warrants to purchase the Successor Shares (“Successor
      Warrants”). The Exchange shall take place concurrently with the
      completion of the Acquisition in the manner set out in the Securities
      Exchange Agreement.

	 	 
	6. 	
      Pursuant to the terms of the Exchange, the Common Shares
      will be purchased by the Successor in consideration for the issuance of
      the same number of Successor Shares as Common Shares subscribed for under
      this Subscription Agreement. The Warrants will be cancelled and the same
      number of Successor Warrants as Warrants acquired under this Subscription
      Agreement will be issued to the Subscriber. Each Successor Warrant shall
      be exercisable into one Successor Share (each a “Successor Warrant
      Share”) at an exercise price of US$0.50 per Successor Warrant Share
      for a period of two years from the Closing (the “Initial Successor
      Warrant Expiry Date”). In the event that the weighted average trading
      price of the Successor Shares listed on an exchange exceeds US$1.00 per
      Successor Share for a period of 20 consecutive trading days (the 20th day
      of such trading period, the “Acceleration Date”) the Initial
      Successor Warrant Expiry Date shall be accelerated to that date which is
      30 days after the Acceleration Date. In the event the exchange the
      Successor is listed on is Canadian, the Successor Share price with respect
      to the Acceleration Date shall be in Canadian dollars. The exchange rate
      shall be the Canadian dollar equivalent of US$1.00 on the
  Closing.



3





	7. 	
      The Subscriber hereby irrevocably constitutes and
      appoints the President of Adira to carry out the actions necessary to
      complete the Exchange with full power of substitution in its place,
      particularly authorizing the President of 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 endorse the certificates representing the Common
      Shares and Warrants issued to the Subscriber for transfer to AMG in order
      to give effect to the Exchange;

	 	 	 
		(c) 	
      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 Subscription Agreement, if necessary;

	 	 	 
		(d) 	
      to receive on its behalf certificates representing the
      Successor Shares and Successor Warrants;

	 	 	 
		(e) 	
      to approve any opinions, certificates or other documents
      addressed to the Subscriber;

	 	 	 
		(f) 	
      to waive, in whole or in part, any representations,
      warranties, covenants or conditions for the benefit of the Subscriber and
      contained in the Securities Exchange Agreement;

	 	 	 
		(g) 	
      to exercise any rights of termination contained in the
      Securities Exchange Agreement or any of the ancillary agreements thereto;
      and

	 	 	 
		(h) 	
      perform any other act required to complete the
      transactions set out in the Securities Exchange
  Agreement.



Representations and Warranties of the Subscriber

	8. 	
      The Subscriber represents and warrants to the Corporation
      as follows and acknowledges that the Corporation is relying on such
      representations and warranties in accepting this subscription:

	 	 	 
		(a) 	
      the Subscriber is purchasing the Units as principal for
      its own account and not for the benefit of any other person or is deemed
      under securities laws of Canada to be purchasing as principal, and in
      either case, is purchasing the Units for investment only and not with a
      view to resale or distribution;

	 	 	 
		(b) 	
      this Subscription Agreement has been duly authorized,
      executed and delivered by the Subscriber and constitutes a legal, valid,
      binding and enforceable obligation of the Subscriber;

	 	 	 
		(c) 	
      if an individual, the Subscriber has obtained the age of
      majority and is legally competent to execute this Subscription Agreement
      and complete the subscription for Units hereunder;

	 	 	 
		(d) 	
      if not an individual, (i) the Subscriber is a valid and
      existing entity, has, full power, necessary capacity and absolute
      authority to execute this Subscription Agreement and to observe and
      perform its covenants and obligations hereunder and has taken all
      necessary action in respect thereof; (ii) all necessary approvals have
      been given to authorize it to execute this Subscription Agreement; (iii)
      the Subscriber agrees to deliver to the Corporation such evidence of such
      authority may be reasonably required; (iv) the execution of this
      Subscription Agreement and the transactions contemplated hereby will not
      result in the violation of any terms or provisions of any law applicable
      to or the constating documents of the Subscriber or of any agreement,
      written or oral, to which the Subscriber may be a party or by which it is
      or may be bound;

	 	 	 
		(e) 	
      the Subscriber has not received any document purporting
      to describe the business and affairs of the Corporation that has been
      prepared primarily for delivery to and review by
  prospective



4





	 		
      investors so as to assist those investors to make an
      investment decision in respect of the Units being sold;

	 	 	 	 
	 	(f) 	
      the Subscriber has had opportunity to review the filings
      made by AMG under the United States Securities Exchange Act of 1934, as
      amended, which filings may be viewed at the web site of the United States
      Securities Exchange Commission at www.sec.gov and at
  www.sedar.com;

	 	 	 	 
	 	(g) 	
      all prior agreements between Corporation and the
      Subscriber, including any prior subscription agreements, shareholders’
      agreements or other documents, are hereby terminated, superseded and
      replaced by this Subscription Agreement;

	 	 	 	 
	 	(h) 	
      if the Subscriber is a resident in a province or
      territory of Canada, the Subscriber has completed and duly executed a copy
      of the Accredited Investor Certificate, which is attached to this
      Subscription Agreement as Schedule “A”;

	 	 	 	 
	 	(i) 	
      the Subscriber hereby acknowledges the volatile nature of
      investments in the junior oil and gas exploration sector and the
      consequent potential that the entire investment in the Corporation could
      be lost as a result of the inherent risks associated with such investments
      as well as the uncertainty in procuring adequate and ongoing funding
      required by the Corporation to bring any project to profitable production.
      The Subscriber further hereby acknowledges and agrees that it has not
      relied in any manner upon the information and/or advice given by the
      Corporation or Adira Energy Israel Ltd. in the preparation, negotiation
      and/or implementation of this subscription and has taken all reasonable
      actions to satisfy itself as to the consequences of entering into this
      subscription and any decision taken by it to invest in the Corporation is
      as a result of its own investigations of the information provided by the
      Corporation and from no other source;

	 	 	 	 
	 	(j) 	
      the Subscriber confirms that:

	 	 	 	 
	 		(i) 	
      the Subscriber is not resident in the United States or a
      “U.S. Person” as defined in Regulation S under the United States
      Securities Act of 1933, as amended (the “U.S. Securities
      Act”);

	 	 	 	 
	 		(ii) 	
      the Subscriber was not offered the Units in the United
      States;

	 	 	 	 
	 		(iii) 	
      the structure of this transaction is not a scheme to
      avoid the registration requirements of the U.S. Securities Act;

	 	 	 	 
	 		(iv) 	
      the Subscriber has no intention to distribute either
      directly or indirectly the Units in the United States, except in
      compliance with U.S. Securities Act;

	 	 	 	 
	 		(v) 	
      the Subscriber did not execute or deliver this
      Subscription Agreement in the United States; and

	 	 	 	 
	 		(vi) 	
      the authorized representative of the Subscriber that
      originated the buy order on the Subscriber’s behalf was not in the United
      States when the buy order was originated;

	 	 	 	 
	 	(k) 	
      the Subscriber acknowledges that the offer and sale of
      the Units has not been registered under the U.S. Securities Act or the
      securities laws of any state of the United States, that the Units may not
      be offered or sold, directly or indirectly, in the United States except
      pursuant to registration under the U.S. Securities Act and the securities
      laws of all applicable states or available exemptions therefrom and the
      Corporation has no obligation or present intention of filing a
      registration statement under the U.S. Securities Act or any state
      securities laws in respect of any of the Units;

	 	 	 	 
	 	(l) 	
      if the Subscriber is not a resident of Canada and is not
      a resident of the United States, or otherwise not subject to the
      securities laws of any of the provinces of Canada, the Subscriber has
      completed and duly executed a copy of the International Subscriber
      Certificate, which is attached to this Subscription Agreement as Schedule
      “B”;



5





	 	(m) 	
      every Subscriber that is not a resident of Canada or the
      United States represents and warrants the following:

	 	 	 	 	 
	 		(i) 	
      it is resident and located outside of Canada and the
      United States;

	 	 	 	 	 
	 		(ii) 	
      all acts of solicitation, conduct or negotiations
      directly or indirectly in furtherance of the purchase of the Units
      occurred outside of Canada and the United States and no offer was made to
      the Subscriber in Canada or the United States and the buy order in respect
      of the subscription was not placed from within Canada or the United
      States;

	 	 	 	 	 
	 		(iii) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulatory
      authorities (the “Authorities”) having application in the
      jurisdiction in which the Subscriber is resident (the “International
      Jurisdiction”) which would apply to the acquisition of the
      Subscriber’s Units;

	 	 	 	 	 
	 		(iv) 	
      the Subscriber is purchasing the Units pursuant to
      exemptions from all prospectus and registration requirements, or
      equivalent requirements, under applicable securities laws or the
      Subscriber is permitted to purchase the Units under the applicable
      securities laws of the Authorities in the International Jurisdiction
      without the need to rely on any exemptions;

	 	 	 	 	 
	 		(v) 	
      the applicable securities laws of the Authorities in the
      International Jurisdiction do not require the Corporation to make any
      filings or seek any approvals of any kind whatsoever from any Authority of
      any kind whatsoever in the International Jurisdiction in connection with
      the issue and sale or resale of the Units; and

	 	 	 	 	 
	 		(vi) 	
      the purchase of the Units by the Subscriber does not
      trigger:

	 	 	 	 	 
	 			(A) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 	 
	 			(B) 	
      any continuous disclosure reporting obligation of the
      Corporation in the International Jurisdiction; and

	 	 	 	 	 
	 			(C) 	
      the Subscriber will, if requested by the Corporation,
      deliver to the Corporation a certificate or opinion of local counsel from
      the International Jurisdiction which will confirm certain of the matters
      referred to in the subparagraphs above to the satisfaction of the
      Corporation and the Agents (as hereinafter defined), acting
    reasonably.

	 	 	 	 	 
	 	(n) 	
      the Subscriber has not made its decisions to purchase the
      Units through or as a result of any general solicitation or general
      advertising, including articles, notices, investor presentations or other
      communications published in a newspaper, magazine or similar media or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising and the distribution of the Units has
      not been accompanied by any advertisement, including, without limitation,
      in printed public media, radio, television or telecommunications,
      including electronic display or as part of a general
  solicitation;

	 	 	 	 	 
	 	(o) 	
      no person has made any written or oral
      representations:

	 	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the
    Units;

	 	 	 	 	 
	 		(ii) 	
      that any person will refund the Subscription Price;
    or

	 	 	 	 	 
	 		(iii) 	
      as to the future price or value of the Units;
  and

	 	 	 	 	 
	 	(p) 	
      None of the funds being used to purchase the Units are,
      to the Subscriber’s knowledge, proceeds obtained or derived, directly or
      indirectly, as a result of illegal activities.



6




By accepting the Units, the Subscriber
shall be representing and warranting that the foregoing representations and
warranties are true and correct as at the time of completion of the subscription
for Units on the date of acceptance of this Subscription by the Corporation,
with the same force and effect as if they had been made by the Subscriber at
such time and shall in each case survive the closing of the transactions
contemplated hereby notwithstanding any subsequent disposition by the Subscriber
of the Units.

Representations, Warranties and Covenants of the
Corporation

	9. 	
      The Corporation represents and warrants to the Subscriber
      as follows and acknowledges that the Subscriber is relying on such
      representations and warranties in accepting this subscription:

	 	 	 
		(a) 	
      the Corporation has been incorporated and is validly
      subsisting and is in good standing under the laws of its jurisdiction of
      incorporation;

	 	 	 
		(b) 	
      the Corporation has full power and authority to execute,
      deliver and perform each of its obligations under this Subscription
      Agreement, including the issue of the Common Shares and
Warrants;

	 	 	 
		(c) 	
      this Subscription Agreement, when accepted by the
      Corporation, and the Share Exchange Agreement, when executed, will
      constitute valid and binding obligations of the Corporation, enforceable
      in accordance with their terms;

	 	 	 
		(d) 	
      the Corporation will promptly comply with all filing and
      other requirements under all applicable securities laws and the issuance
      and sale of the Common Shares and Warrants shall be carried out in
      compliance with all applicable securities legislation relating to the
      issue and sale of the Common Shares and Warrants;

	 	 	 
		(e) 	
      the Corporation will have taken all necessary steps to
      duly and validly create the Common Shares and Warrants for issuance before
      the Closing; and

	 	 	 
		(f) 	
      the Corporation will use commercially reasonable efforts
      to effect the closing of the Acquisition before September 30,
  2009.



Acknowledgments and Covenants of the Subscriber

	10. 	
      The Subscriber acknowledges and covenants that:

	 	 	 
		(a) 	
      the Common Shares, Warrants and Warrant Shares are
      subject to transfer and resale restrictions pursuant to the constating
      documents of the Corporation, the Securities Act (Ontario) and the
      regulation, rules, orders, instruments and published policy statements
      applicable thereunder, including National Instrument 45-102 Resale of
      Securities and the restrictions set out in section 11
hereof;

	 	 	 
		(b) 	
      the Subscriber shall not knowingly transfer his, her or
      its Common Shares, Warrants or Warrant Shares in whole or in part to a
      person who is not able to make the representations, warranties and
      covenants contained in this Subscription Agreement or otherwise requested
      by the Corporation;

	 	 	 
		(c) 	
      the Corporation is not, and will not be as at the
      Closing, a “reporting issuer” (as that term is defined in the
      Securities Act (Ontario)) and there is no assurance that the
      Corporation will ever become a “reporting issuer” in the future;

	 	 	 
		(d) 	
      the certificates representing the Common Shares, Warrants
      and Warrant Shares, will bear, as of the Closing, a legend substantially
      in the following form and with the necessary information
  inserted:



7





	 		
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT
      IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE CLOSING DATE];
      AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR
      TERRITORY.”

	 	 	 
	 	(e) 	
      The Successor Units may be subject to British Columbia
      Instrument 51-509 - Issuers Quoted in the U.S. Over-the-Counter Markets
      (“BC Instrument 51-509”) if the securities are to be sold in or
      from British Columbia and in addition, may therefore need to be endorsed
      with the following legend contemplated by BC Instrument 51-509:

	 	 	 
	 		
      “Unless otherwise permitted under securities
      legislation, the holder of this security must not trade the security in or
      from British Columbia unless the conditions in section 12 (2) of BC
      Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Market are
      met”;

	 	 	 
	 	(f) 	
      the Units subscribed for by the Subscriber form part of
      an offering of a larger number of Units;

	 	 	 
	 	(g) 	
      the Subscriber is responsible for obtaining such legal
      advice as the Subscriber considers appropriate in connection with the
      execution, delivery and performance of this Subscription Agreement and any
      subsequent transfer or resale of the Common Shares, Warrants or Warrant
      Shares;

	 	 	 
	 	(h) 	
      the Subscriber has such knowledge and experience in
      financial and business affairs as to be capable of evaluating the merits
      and risks of the investment in the Corporation and is able to bear the
      economic risk of loss of such investment. The Subscriber acknowledges and
      agrees that it is responsible for obtaining such legal, investment,
      accounting and tax advice as the Subscriber considers appropriate in
      connection with the execution, delivery and performance by it of this
      Subscription Agreement and the transactions contemplated
  hereunder;

	 	 	 
	 	(i) 	
      the Subscriber understands that (i) there is no right to
      demand any distribution from the Corporation, (ii) it is not anticipated
      that there will be any public market for the Common Shares, Warrants or
      Warrant Shares and (iii) it may not be possible to sell or dispose of the
      Common Shares, Warrants or Warrant Shares; and

	 	 	 
	 	(j) 	
      the Subscriber agrees to comply with all applicable laws
      of its jurisdiction of incorporation/residence in connection with this
      Subscription Agreement and the issuance of the Common Shares, Warrants and
      Warrant Shares hereunder.



Restrictions under the U.S. Securities Act

	11. 	
      The Subscriber acknowledges and agrees that the Successor
      Shares, Successor Warrants, and Successor Warrant Shares will not be
      offered and sold to the Subscriber without such offer and sale being
      registered under the U.S. Securities Act and will be issued to the
      Subscriber 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
      Subscriber in this Agreement. As such, the Subscriber acknowledges that
      the Successor Shares, Successor Warrants, and Successor Warrant 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. Further, the Subscriber acknowledges that the
      Successor Warrants cannot be exercised unless pursuant to the provisions
      of Regulation S of the U.S. Securities Act, pursuant to 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 each case in
      accordance with all applicable state securities laws and the laws of any
      other jurisdiction. The Subscriber agrees to resell the Successor Shares,
      Successor Warrants, and Successor Warrant Shares
only



8




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 Subscriber agrees that the Successor may refuse
to register any transfer of the Successor Shares, Successor Warrants, and
Successor Warrant 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
Subscriber agrees that Successor may require the opinion of legal counsel
reasonably acceptable to the purchaser in the event of any offer, sale, pledge
or transfer of any of the Successor Shares, Successor Warrants, and Successor
Warrant Shares by Subscriber pursuant to an exemption from registration under
the U.S. Securities Act. The Subscriber acknowledges that the purchaser has no
obligation to register the resale of any of the Successor Shares, Successor
Warrants, and Successor Warrant Shares by the Subscriber pursuant to the U.S.
Securities Act. The Subscriber acknowledges and agrees that the Successor will
be a “shell company” as defined under the U.S. Securities Act and, as a
consequence, the Subscriber will not be entitled to resell any of the Successor
Shares, Successor Warrants, and Successor Warrant Shares issued to them on the
Closing in the United States within the period of one year following the date
that the Successor files “Form 10 Information”, as defined in Rule 144 under the
U.S. Securities Act, with the United States Securities and Exchange Commission.


Compensation of Agent.

	12. 	
      The Subscriber understands that, in connection with the
      issue and sale of Units pursuant to the Offering, the Corporation has
      engaged Sandfire Securities Inc. (“Sandfire”) and may engage
      certain other persons to aid in the sale of the Units (each an
      “Agent”), and the Agent will receive from the Corporation on
      Closing:

	 	 	 
		(a) 	
      a cash commission equal to 7% of the aggregate gross
      proceeds of the Offering raised by the Agent; and

	 	 	 
		(b) 	
      Agent compensation warrants (each a “Agent
      Warrant”) equal to 7% of the aggregate number of Units sold by the
      Agent pursuant to the Offering, each Agent Warrant entitling the Agent to
      purchase for a period of two years from the Closing, at an exercise price
      of US$0.25 per Agent Warrant, one Common Share. The Agent Warrants will be
      exchanged for warrants to acquire common shares in the Successor
      (“Successor Agent Warrants”) upon completion of the Acquisition.
      The Successor Agent Warrants shall be exercisable for a period of two
      years from the Closing at an exercise price of US$0.25 per Successor Agent
      Warrant, for one Successor Share.



In addition, Sandfire shall receive:


	 	(a) 	
      a success fee of $10,000 payable upon Closing;
  and

	 	 	 
	 	(b) 	
      the fees, expenses and disbursements of the Agent in
      connection with the Offering up to a maximum of $5,000 (plus GST if
      applicable) in addition to legal fees up to a maximum of $10,000 (plus GST
      if applicable).



No other commission is payable by the Corporation in connection
with the completion of the Offering.

Collection of Personal Information. 

	
      13. 
	
      The Subscriber acknowledges and consents to the fact that
      the Corporation is collecting the Subscriber’s personal information for
      the purpose of fulfilling this Subscription Agreement and completing the
      Offering. The Subscriber’s personal information (and, if applicable, the
      personal information of those on whose behalf the Subscriber is
      contracting hereunder) 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, (d)
      authorities pursuant to the Proceeds of Crime (Money Laundering) and
      Terrorist Financing Act (Canada) and (e) any of the
  other



9




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 is deemed
to be consenting to the foregoing collection, use and disclosure of the
Subscriber’s personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) and to the
retention of such personal information for as long as permitted or required by
law or business practice. Notwithstanding that the Subscriber may be purchasing
Units as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Corporation in order to comply with the
foregoing. 

Furthermore, the Subscriber is hereby notified that:

	 	(a) 	
      the Corporation may deliver to the Ontario Securities
      Commission certain personal information pertaining to the Subscriber,
      including such Subscriber’s full name, residential address and telephone
      number, the number of Units purchased by the Subscriber and the total
      purchase price paid for such Units, the prospectus exemption relied on by
      the Corporation and the date of distribution of the Units,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in
      securities legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Ontario, and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:



Administrative Assistant to the
Director of Corporate Finance 
Ontario Securities Commission 
Suite 1903,
Box 55, 20 Queen Street West 
Toronto, Ontario, M5H 3S8 

  Telephone: (416) 593-8086

Indemnity

	14. 	
      The Subscriber agrees to indemnify the Corporation
      against all losses, claims, costs, expenses and damages or liabilities
      which they may suffer or incur or cause arising from the reliance on the
      representations, certifications, warranties, covenants and
      acknowledgements of the Subscriber to the Corporation, as the case may
      be.



Confidentiality

	15. 	
      The Subscriber hereby agrees to keep confidential all
      information which may be provided to the Subscriber relating to the
      business and affairs of the Corporation upon becoming a shareholder of the
      Corporation, and not to distribute or otherwise make available any such
      information to any other person or otherwise exploit any such
      information.



General Provisions

	16. 	
      The Subscriber shall execute and deliver such additional
      instruments, certificates and other documents as may be required or
      requested by the Corporation, acting reasonably, to permit the purchase of
      the Units or otherwise to carry out the provisions and intent of this
      Subscription Agreement.

	 	 
	17. 	
      The Subscriber hereby authorizes the Corporation to
      correct any minor errors in, or complete any information missing from any
      part of this Subscription Agreement.



10





	18. 	
      No rights or obligations of the Subscriber hereunder may
      be assigned without the prior written consent of the
Corporation.

	 	 
	19. 	
      This Subscription Agreement shall be governed by and
      construed in accordance with the laws of the Province of Ontario and the
      federal laws of Canada applicable therein. The Subscriber irrevocably
      attorns to the non-exclusive jurisdiction of the courts of Ontario with
      respect to any matters arising out of this Subscription
  Agreement.

	 	 
	20. 	
      The Corporation shall be entitled to rely on delivery by
      facsimile or email of an executed copy of this Subscription Agreement and
      acceptance by the Corporation of that delivery shall be legally effective
      to create a valid and binding agreement between the Subscriber and the
      Corporation in accordance with the terms of this Subscription
      Agreement.

	 	 
	21. 	
      This Subscription Agreement shall be read with such
      changes in number and gender as the context or the reference to parties
      may require.

	 	 
	22. 	
      Time shall be of the essence in this Subscription
      Agreement and every part hereof and no extension or variation of this
      Subscription Agreement shall operate as a waiver of this
  provision.

	 	 
	23. 	
      This Subscription Agreement constitutes the only
      agreement between the Corporation and the Subscriber with respect to the
      subject matter hereof and shall supercede any and all prior negotiations
      and understandings and there are no representations, warranties, covenants
      or other agreements relating to the subject matter hereof except as stated
      or referred to herein or therein.

	 	 
	24. 	
      This Subscription Agreement shall enure to the benefit of
      and be binding upon the parties hereto and their respective heirs,
      executors, administrators, legal personal representatives, successors and
      permitted assigns.

	 	 
	25. 	
      The terms of this Subscription Agreement may only be
      amended in writing.

	 	 
	26. 	
      The parties hereto confirm their express wish that this
      Subscription Agreement and all documents and agreements directly or
      indirectly relating thereto be drawn up in the English language. Les
      parties reconnaissent leur volonté expresse que la présente ainsi que tous
      les documents et contrats s’y rattachant directement ou indirectement
      soient rédigés en anglais.



11





	
      SCHEDULE “A” 

       



REPRESENTATION LETTER


TO BE COMPLETED BY CANADIAN SUBSCRIBERS

TO:          
      Adira Energy Corp. (the “Corporation”) 

In connection with the purchase of Units of the Corporation by
the undersigned subscriber (the “Subscriber”, for the purposes of this
Schedule “A”) on or about ______________________, 2009, the Subscriber hereby
represents, warrants, covenants and certifies (by completing and signing this
certificate) on behalf of itself and, if applicable, the person on whose behalf
the Subscriber is contracting, to the Corporation and its counsel (which
representations, warranties and certifications shall survive the closing of the
purchase of the Units for a period of two years, notwithstanding the completion
of the purchase of the Units), acknowledging that the Corporation and its
counsel are relying thereon, that: 

	 	(a) 	
      it is (the clause checked below applies):

	 	 	 	 
	 		(i) 	
      [  ]      purchasing the
      securities as principal; or

	 	 	 	 
	 		(ii) 	
      [  ]      deemed to be
      purchasing as principal under applicable securities laws, in accordance
      with the following statutory provisions:

	 	 	 	 
	 	(b) 	
      an “accredited investor” within the meaning of NI 45-106
      on the basis that the undersigned fits within the category of an
      “accredited investor” reproduced in the Exhibit to this Representation
      Letter beside which the undersigned has marked his initials; and

	 	 	 	 
	 	(c) 	
      upon execution of this Schedule “A” by the Subscriber,
      this Schedule “A” shall be incorporated into and form a part of the
      Subscription Agreement and all capitalized terms not otherwise defined
      herein shall have the meaning ascribed thereto in the Subscription
      Agreement.




	 	Name of Subscriber (please print) 
	 	 
	 	By:
    ___________________________________________
	 	         Authorized
      Signature 
	 	  
	 	 
	 	Official Title or Capacity (please print)

	 	 
	 	 
	 	Name of Signatory (please print name of
      individual whose signature appears above different than name of
      Subscriber) 


DATED at _________________________ this _______ day of
______________, 2009.


	
IMPORTANT 

PLEASE COMPLETE THE
      EXHIBIT TO THIS REPRESENTATION LETTER BY MARKING 
YOUR INITIALS
      BESIDE THE CATEGORY TO WHICH YOU BELONG 




2




EXHIBIT TO SCHEDULE “A” 

TO BE COMPLETED BY CANADIAN SUBSCRIBERS



	PLEASE MARK YOUR INITIALS BESIDE THE
      CATEGORY TO WHICH YOU BELONG 



Please complete the Representation Letter to the Corporation by
marking your initials beside the category of “accredited investor” to which you
belong: 

	[ ] 1. 	
      Canadian financial institution, or a Schedule III bank.
      

	 	
      

	[ ] 2. 	
      The Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada).
      

	 	
      

	[ ] 3. 	
      A subsidiary of any person referred to in paragraphs (1)
      or (2), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary. 

	 	
      

	[ ] 4. 	
      A person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador). 

	 	
      

	[ ] 5. 	
      An individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (4). 

	 	
      

	[ ] 6. 	
      Government of Canada or a jurisdiction of Canada, or any
      crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada. 

	 	
      

	[ ] 7. 	
      Municipality, public board or commission in Canada and a
      metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec. 

	 	
      

	[ ] 8. 	
      Any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government. 

	 	
      

	[ ] 9. 	
      A pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada.
      

	 	
      

	[ ] 10. 	
      An individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000. 

	 	
      

	[ ] 11. 	
      An individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year.
    

	 	
      

	[ ] 12. 	
      An individual who, either alone or with a spouse, has net
      assets of at least $5,000,000. 

	 	
      

	[ ] 13. 	
      A person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements. 

	 	
      

	[ ] 14. 	
      An investment fund that distributes or has distributed
      its securities only to (i) a person that is or was an accredited investor
      at the time of the distribution, (ii) a person that acquires or acquired
      securities in the circumstances referred to in sections 2.10 [Minimum
      amount investment] of National Instrument 45-106, and 2.19
      [Additional investment in investment funds] of National Instrument
      45-106, or (iii) a person 



3





		
      described in (i) or (ii) that acquires or acquired
      securities under section 2.18 [Investment fund reinvestment] of
      National Instrument 45-106. 

	  	
      

	[ ] 15. 	
      An investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt. 

	  	
      

	[ ] 16. 	
      A trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be. 

	  	
      

	[ ] 17. 	
      A person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund. 

	  	
      

	[ ] 18. 	
      A registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded. 

	  	
      

	[ ] 19. 	
      An entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (1) to (4) or
      paragraph (9) in form and function. 

	  	
      

	[ ] 20. 	
      A person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors. 

	  	
      

	[ ] 21. 	
      An investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser.
      

	  	
      

	[ ] 22. 	
      A person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia. 



4




Interpretative Aids 

The following definitions relate to certain of the categories
of NI 45-106 - Accredited Investor set forth above:

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

	 	 	 	 	 
	 	(b) 	
      “Canadian financial institution” means

	 	 	 	 	 
	 		(i) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 	 	 
	 		(ii) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of Canada;

	 	 	 	 	 
	 	(c) 	
      “control person” has the same meaning as in securities
      legislation except in Manitoba, Newfoundland and Labrador, Northwest
      Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
      Quebéc where control person means any person that holds or is one of a
      combination of persons that holds

	 	 	 	 	 
	 		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 	 	 
	 		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the issuer;

	 	 	 	 	 
	 	(d) 	
      “director” means:

	 	 	 	 	 
	 		(i) 	
      a member of the board of directors of a company or an
      individual who performs similar functions for a company, and

	 	 	 	 	 
	 		(ii) 	
      with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;

	 	 	 	 	 
	 	(e) 	
      “eligibility adviser” means

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

	 	 	 	 	 
	 		(ii) 	
      in Saskatchewan and Manitoba, also means a lawyer who is
      a practicing member in good standing with a law society of a jurisdiction
      of Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not

	 	 	 	 	 
	 			A. 	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officer, founders, or
      control persons, and

	 	 	 	 	 
	 			B. 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;



5





	 	(f) 	
      “executive officer” means, for an issuer, an individual
      who is

	 	 	 	 
	 		(i) 	
      a chair, vice-chair or president,

	 	 	 	 
	 		(ii) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,

	 	 	 	 
	 		(iii) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or

	 	 	 	 
	 		(iv) 	
      performing a policy-making function in respect of the
      issuer;

	 	 	 	 
	 	(g) 	
      “financial assets” means cash, securities, or a contract
      of insurance, a deposit or an evidence of a deposit that is not a security
      for the purposes of securities legislation.;

	 	 	 	 
	 	(h) 	
      “founder” means, in respect of an issuer, a person
      who,

	 	 	 	 
	 		(i) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

	 	 	 	 
	 		(ii) 	
      at the time of the trade is actively involved in the
      business of the issuer;

	 	 	 	 
	 	(i) 	
      “foreign jurisdiction” means a country other than Canada
      or a political subdivision of a country other than Canada;

	 	 	 	 
	 	(j) 	
      “fully managed account” means an account of a client for
      which a person makes the investment decisions if that person has full
      discretion to trade in securities for the account without requiring the
      client’s express consent to a transaction;

	 	 	 	 
	 	(k) 	
      “investment fund” has the same meaning as in National
      Instrument 81-106 Investment Fund Continuous Disclosure;

	 	 	 	 
	 	(l) 	
      “jurisdiction” means a province or territory of Canada
      except when used in the term foreign jurisdiction;

	 	 	 	 
	 	(m) 	
      “non-redeemable investment fund” means an
  issuer,

	 	 	 	 
	 		(i) 	
      where contributions of securityholders are pooled for
      investment,

	 	 	 	 
	 		(ii) 	
      where securityholders do not have day-to-day control over
      the management and investment decisions of the issuer, whether or not they
      have the right to be consulted or to give directions, and

	 	 	 	 
	 		(iii) 	
      whose securities do not entitle the securityholder to
      receive on demand, or within a specified period after demand, an amount
      computed by reference to the value of a proportionate interest in the
      whole or in part of the net assets of the issuer;

	 	 	 	 
	 	(n) 	
      “person” includes

	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 
	 		(ii) 	
      a corporation,

	 	 	 	 
	 		(iii) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and



6





	 		(iv) 	
      an individual or other person in that person’s capacity
      as a trustee, executor, administrator or personal or other legal
      representative;

	 	 	 	 
	 	(o) 	
      “regulator” means, for the local jurisdiction, the
      Executive Director as defined under securities legislation of the local
      jurisdiction;

	 	 	 	 
	 	(p) 	
      “related liabilities” means

	 	 	 	 
	 		(i) 	
      Liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 	 
	 		(ii) 	
      Liabilities that are secured by financial
  assets;

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

	 	 	 	 
	 	(r) 	
      “spouse” means, an individual who,

	 	 	 	 
	 		(i) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada), from
      the other individual,

	 	 	 	 
	 		(ii) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 	 
	 		(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii) above, or is an adult interdependent partner within the meaning of
      the Adult Interdependent Relationships Act (Alberta);

	 	 	 	 
	 	(s) 	
      “subsidiary” means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary;

	 	 	 	 
	 	(t) 	
      An issuer is an affiliate of another issuer if:

	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same person,
  and

	 	 	 	 
	 	(u) 	
      A person (first person) is considered to control another
      person (second person) if:

	 	 	 	 
	 		(i) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless that
      first person holds the voting securities only to secure an
    obligation,

	 	 	 	 
	 		(ii) 	
      the second person is a partnership, other than a limited
      partnership, and the first person holds more than 50% of the interest of
      the partnership, or

	 	 	 	 
	 		(iii) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.



All monetary references are in Canadian dollars.


7





	
      SCHEDULE “B” 

       



REPRESENTATION LETTER 

TO BE COMPLETED BY INTERNATIONAL SUBSCRIBERS 

TO:                         
Adira Energy Corp. (the “Corporation”) 

In connection with the purchase of Units of the Corporation by
the undersigned subscriber (the “Subscriber”, for the purposes of this
Schedule “B”) on or about ______________________, 2009, the Subscriber hereby
represents, warrants, covenants and certifies (by completing and signing this
certificate) on behalf of itself and, if applicable, the person on whose behalf
the Subscriber is contracting to the Corporation and its counsel (which
representations, warranties and certifications shall survive the closing of the
purchase of the Units for a period of two years, notwithstanding the completion
of the purchase of the Units) and acknowledges that the Corporation and its
counsel are relying thereon that: 

	 	(a) 	
      it is (the clause checked below applies): 

	 	  	
      
	
      
	
      

	 	  	
      (i) 
	
      [ ] 
	
      purchasing the securities as principal; or 

	 	  	
      
	
      
	
      

			
      (ii) 
	
      [ ] 
	
      deemed to be purchasing as principal under applicable
      securities laws, in accordance with the following statutory provisions:
      

	 	  	
      
	
      
	
      

	 	  	
      
	
      
	
      

	 	  	
      
	
      
	
      

	 	(b) 	
      it is located outside of Canada and the United States;
      

	 	  	
      
	
      
	
      

		(c) 	
      all acts of solicitation, conduct or negotiations
      directly or indirectly in furtherance of the purchase of the securities
      occurred outside of Canada and the United States; 

	 	  	
      
	
      
	
      

		(d) 	
      the securities laws of the jurisdiction in which it is
      resident as set out on the cover page of the Subscription Agreement,
      govern its subscription, and the issuance of the Common Shares, Warrants
      and Warrant Shares to it may be effected by the Corporation without the
      necessity of filing any document with or obtaining any approval from or
      effecting any registration with any governmental entity or similar
      regulatory authority having jurisdiction over the Subscriber and the
      Subscriber complies with the requirements of all applicable laws in the
      jurisdiction of its residence, and will provide such evidence of
      compliance with all such matters as the Corporation may request;


	 	  	
      
	
      
	
      

		(e) 	
      it is an “accredited investor” within the meaning of NI
      45-106 on the basis that the undersigned fits within the category of an
      “accredited investor” reproduced in the Exhibit to this Representation
      Letter beside which the undersigned has marked his initials; and
  



8





	 	(f) 	
      upon execution of this Schedule “B” by the Subscriber,
      this Schedule “B” shall be incorporated into and form a part of the
      Subscription Agreement and all capitalized terms not otherwise defined
      herein shall have the meaning ascribed thereto in the Subscription
      Agreement.




	 	Name of Subscriber (please print) 
	 	 
	 	By: 
      ___________________________________________________
	 	               
      Authorized Signature 
	 	  
	 	 
	 	Official Title or Capacity (please print)

	 	 
	 	 
	 	Name of Signatory (please print name of
      individual whose signature appears above different than name of
      Subscriber) 


DATED at _________________________ this _______day of
______________, 2009.


	
IMPORTANT 

PLEASE COMPLETE THE
      EXHIBIT TO THIS REPRESENTATION LETTER BY MARKING 
YOUR INITIALS
      BESIDE THE CATEGORY TO WHICH YOU BELONG 




9




EXHIBIT TO SCHEDULE “B” 

TO BE COMPLETED BY INTERNATIONAL SUBSCRIBERS


	PLEASE MARK YOUR INITIALS BESIDE THE
      CATEGORY TO WHICH YOU BELONG 



Please complete the Representation Letter to the Corporation by
marking your initials beside the category of “accredited investor” to which you
belong: 

	[ ] 1. 	
      Canadian financial institution, or a Schedule III bank.
      

	 	
       

	[ ] 2. 	
      The Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada).
      

	 	
       

	[ ] 3. 	
      A subsidiary of any person referred to in paragraphs (1)
      or (2), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary. 

	 	
       

	[ ] 4. 	
      A person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador). 

	 	
       

	[ ] 5. 	
      An individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (4). 

	 	
       

	[ ] 6. 	
      Government of Canada or a jurisdiction of Canada, or any
      crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada. 

	 	
       

	[ ] 7. 	
      Municipality, public board or commission in Canada and a
      metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec. 

	 	
       

	[ ] 8. 	
      Any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government. 

	 	
       

	[ ] 9. 	
      A pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada.
      

	 	
       

	[ ] 10. 	
      An individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000. 

	 	
       

	[ ] 11. 	
      An individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year.
    

	 	
       

	[ ] 12. 	
      An individual who, either alone or with a spouse, has net
      assets of at least $5,000,000. 

	 	
       

	[ ] 13. 	
      A person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements. 

	 	
       

	[ ] 14. 	
      An investment fund that distributes or has distributed
      its securities only to (i) a person that is or was an accredited investor
      at the time of the distribution, (ii) a person that acquires or acquired
      securities in the circumstances referred to in sections 2.10 [Minimum
      amount investment] of National Instrument 45-106, and 2.19
      [Additional investment in investment funds] of National Instrument
      45-106, or (iii) a person 



10





		
      described in (i) or (ii) that acquires or acquired
      securities under section 2.18 [Investment fund reinvestment] of
      National Instrument 45-106. 

	  	
       

	[ ] 15. 	
      An investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt. 

	  	
       

	[ ] 16. 	
      A trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be. 

	  	
       

	[ ] 17. 	
      A person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund. 

	  	
       

	[ ] 18. 	
      A registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded. 

	  	
       

	[ ] 19. 	
      An entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (1) to (4) or
      paragraph (9) in form and function. 

	  	
       

	[ ] 20. 	
      A person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors. 

	  	
       

	[ ] 21. 	
      An investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser.
      

	  	
       

	[ ] 22. 	
      A person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia. 



11




Interpretative Aids 

The following definitions relate to certain of the categories
of NI 45-106 - Accredited Investor set forth above:

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

	 	 	 	 	 
	 	(w) 	
      “Canadian financial institution” means

	 	 	 	 	 
	 		(i) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 	 	 
	 		(ii) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of Canada;

	 	 	 	 	 
	 	(x) 	
      “control person” has the same meaning as in securities
      legislation except in Manitoba, Newfoundland and Labrador, Northwest
      Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and
      Quebéc where control person means any person that holds or is one of a
      combination of persons that holds

	 	 	 	 	 
	 		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 	 	 
	 		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the issuer;

	 	 	 	 	 
	 	(y) 	
      “director” means:

	 	 	 	 	 
	 		(i) 	
      a member of the board of directors of a company or an
      individual who performs similar functions for a company, and

	 	 	 	 	 
	 		(ii) 	
      with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;

	 	 	 	 	 
	 	(z) 	
      “eligibility adviser” means

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

	 	 	 	 	 
	 		(ii) 	
      in Saskatchewan and Manitoba, also means a lawyer who is
      a practicing member in good standing with a law society of a jurisdiction
      of Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not

	 	 	 	 	 
	 			A. 	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officer, founders, or
      control persons, and

	 	 	 	 	 
	 			B. 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;



12





	 	(aa) 	
      “executive officer” means, for an issuer, an individual
      who is

	 	 	 	 
	 		(i) 	
      a chair, vice-chair or president,

	 	 	 	 
	 		(ii) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,

	 	 	 	 
	 		(iii) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or

	 	 	 	 
	 		(iv) 	
      performing a policy-making function in respect of the
      issuer;

	 	 	 	 
	 	(bb) 	
      “financial assets” means cash, securities, or a contract
      of insurance, a deposit or an evidence of a deposit that is not a security
      for the purposes of securities legislation.;

	 	 	 	 
	 	(cc) 	
      “founder” means, in respect of an issuer, a person
      who,

	 	 	 	 
	 		(i) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

	 	 	 	 
	 		(ii) 	
      at the time of the trade is actively involved in the
      business of the issuer;

	 	 	 	 
	 	(dd) 	
      “foreign jurisdiction” means a country other than Canada
      or a political subdivision of a country other than Canada;

	 	 	 	 
	 	(ee) 	
      “fully managed account” means an account of a client for
      which a person makes the investment decisions if that person has full
      discretion to trade in securities for the account without requiring the
      client’s express consent to a transaction;

	 	 	 	 
	 	(ff) 	
      “investment fund” has the same meaning as in National
      Instrument 81-106 Investment Fund Continuous Disclosure;

	 	 	 	 
	 	(gg) 	
      “jurisdiction” means a province or territory of Canada
      except when used in the term foreign jurisdiction;

	 	 	 	 
	 	(hh) 	
      “non-redeemable investment fund” means an
  issuer,

	 	 	 	 
	 		(i) 	
      where contributions of securityholders are pooled for
      investment,

	 	 	 	 
	 		(ii) 	
      where securityholders do not have day-to-day control over
      the management and investment decisions of the issuer, whether or not they
      have the right to be consulted or to give directions, and

	 	 	 	 
	 		(iii) 	
      whose securities do not entitle the securityholder to
      receive on demand, or within a specified period after demand, an amount
      computed by reference to the value of a proportionate interest in the
      whole or in part of the net assets of the issuer;

	 	 	 	 
	 	(ii) 	
      “person” includes

	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 
	 		(ii) 	
      a corporation,

	 	 	 	 
	 		(iii) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and



13





	 		(iv) 	
      an individual or other person in that person’s capacity
      as a trustee, executor, administrator or personal or other legal
      representative;

	 	 	 	 
	 	(jj) 	
      “regulator” means, for the local jurisdiction, the
      Executive Director as defined under securities legislation of the local
      jurisdiction;

	 	 	 	 
	 	(kk) 	
      “related liabilities” means

	 	 	 	 
	 		(i) 	
      Liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 	 
	 		(ii) 	
      Liabilities that are secured by financial
  assets;

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

	 	 	 	 
	 	(mm) 	
      “spouse” means, an individual who,

	 	 	 	 
	 		(i) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada), from
      the other individual,

	 	 	 	 
	 		(ii) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 	 
	 		(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii) above, or is an adult interdependent partner within the meaning of
      the Adult Interdependent Relationships Act (Alberta);

	 	 	 	 
	 	(nn) 	
      “subsidiary” means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary;

	 	 	 	 
	 	(oo) 	
      An issuer is an affiliate of another issuer if:

	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same person,
  and

	 	 	 	 
	 	(pp) 	
      A person (first person) is considered to control another
      person (second person) if:

	 	 	 	 
	 		(i) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless that
      first person holds the voting securities only to secure an
    obligation,

	 	 	 	 
	 		(ii) 	
      the second person is a partnership, other than a limited
      partnership, and the first person holds more than 50% of the interest of
      the partnership, or

	 	 	 	 
	 		(iii) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.



All monetary references are in Canadian dollars.


14






	SCHEDULE
      “D” 



TERM SHEET 

ADIRA ENERGY CORP. 

PRIVATE PLACEMENT OF UNITS 
(THE “OFFERING”)

	Issuer: 	Adira Energy Corp.
      (“Adira” or the “Corporation”) 
	  	
       

	Jurisdiction: 	
      Canada and such other international jurisdictions
      (excluding the USA) (collectively, the “Jurisdictions”) as are
      agreed to between Adira and Sandfire Securities Inc. 

	  	
       

	Offering: 	
      A minimum of US$2,000,000 by the issuance of 8,000,000
      units (each a “Unit”) subject to reduction at the Corporation’s
      sole discretion provided the conditions of the Securities Exchange
      Agreement (as hereinafter defined) are met, each Unit consisting of one
      common share (“Common Share”) in the capital of Adira and one half
      of one transferable Common Share purchase warrant (each whole such
      purchase warrant a “Warrant”). Each whole Warrant shall be
      exercisable into one additional Common Share of Adira (“Warrant
      Share”) at an exercise price of US$0.50 per Warrant Share for a
      period of two years from the closing of the Offering (“Closing”).
      

	  	
       

	Price: 	
      The subscription price is US$0.25 per Unit (the
      “Subscription Price”). 

	  	
       

	Condition: 	
      The Offering is taking place in contemplation of the
      acquisition (the “Acquisition”) by AMG Oil Ltd. (“AMG”) of
      all of the issued and outstanding common shares and share purchase
      warrants of Adira, including those being offered pursuant to the Offering.
      The Acquisition will be completed pursuant to a securities exchange
      agreement (the “Securities Exchange Agreement”) to be entered into
      among Adira, the principal shareholders of Adira and AMG. Completion of
      the Offering is a condition to the closing of the Acquisition. The closing
      of the Offering is conditional upon the fulfillment of all of the
      conditions to closing of the Acquisition as will be set forth in the
      Securities Exchange Agreement, save and except the condition that the
      Offering will have completed (the “Acquisition Conditions to
      Closing”). Subscriptions to the Offering are irrevocable by
      subscribers. 

	  	
       

	Escrow: 	
      The Subscription Price will be held in escrow until the
      Closing. If the Closing is not completed by September 30, 2009, the
      Subscription Price shall be returned. Funds will be released to Adira upon
      closing of the Offering. 

	  	
       

	Exchange: 	
      The Units will be exchanged (the “Exchange”) for
      units (“Successor Units”) in AMG or the successor entity
      resulting from the Acquisition (the “Successor”), concurrent with
      the Closing of the Acquisition. Each subscriber will receive one Successor
      Unit for each Unit purchased in the Offering. The Successor Units will be
      comprised of common shares in the Successor (“Successor Shares”)
      and warrants to 



15





		
      purchase Successor Shares (“Successor Warrants”).
      The Successor Warrants shall contain acceleration provisions such that, in
      the event that the weighted average trading price of the Successor Shares
      listed on an exchange exceeds US$1.00 per Successor Share for a period of
      20 consecutive trading days (the 20th day of such trading period, the
      “Acceleration Date”) the expiry date of the Successor Warrants
      shall be accelerated to that date which is 30 days after the Acceleration
      Date. In the event the exchange the Successor is listed on is Canadian,
      the Successor Share price with respect to the Acceleration Date shall be
      in Canadian dollars. The exchange rate shall be the Canadian dollar
      equivalent of US$1.00 on the Closing. 

	  	
       

	Closing: 	
      Closing of the Offering and issuance of the Common Shares
      and Warrants shall take place immediately prior to the closing of the
      Acquisition upon satisfaction of all Acquisition Conditions to Closing.
      The Closing is expected to occur on or before 5:00 p.m. (Toronto time) no
      later than June 30, 2009. 

	  	
       

	Agents’ Compensation: 	
      Sandfire and any other person engaged to and in the sale
      of the Units (each an “Agent”) will receive a cash commission equal
      to 7% of the aggregate gross proceeds of the issue of Units resulting from
      orders which the Agent has introduced and confirmed to the Company, a
      success fee of $10,000 payable on Closing and compensation warrants (each
      an “Agent Warrant”) which will entitle the Agent to purchase a
      number of Common Shares equal to 7% of the number of Units issued
      resulting from orders which the Agent has introduced and confirmed to
      Adira, at a price of US$0.25 per Common Share for a period of 24 months
      following closing of the Offering. The Agent Warrants will be exchanged
      for warrants to acquire common shares in the Successor upon completion of
      the Acquisition. In addition, Adira shall be responsible for the expenses
      of Sandfire up to a maximum of $5,000 (plus GST if applicable) and the
      legal fees of Sandfire up to a maximum of $10,000 (plus GST if
      applicable). 

	  	
       

	Exemptions Relied Upon: 	
      The sale of the securities contemplated in this Term
      Sheet are to be effected in reliance upon the “accredited investor”
      exemption found in s. 2.3 of National Instrument 45-106- Prospectus
      Exempt Distributions. 

	  	
       

	Terms of the Acquisition: 	
      Upon completion of the Acquisition steps will be taken to
      change the name of AMG to “Adira Energy Corp.” and change its board of
      directors to be comprised of five appointees of Adira, one appointee of
      AMG to be approved by Adira, and one additional member designated by the
      board following the closing of the Acquisition. The closing of the
      Acquisition is subject to a number of other conditions precedent including
      the satisfactory completion of due diligence by both Adira and AMG.
      Further details are included in the LOI and the Securities Exchange
      Agreement. 



 

16