Filed by sedaredgar.com - AMG Oil Ltd. - Exhibit 4.3






     

 

 

 

AMG OIL LTD. 

STOCK OPTION PLAN

August 31, 2009 

 

 




TABLE OF CONTENTS 

	1. 	PURPOSE 	1 
	 	 	 	 
	  	1.1 	Purpose 	1 
	 	 	 	 
	2. 	INTERPRETATION 	1 
	 	 	 	 
	  	2.1 	Definitions 	1 
	  	2.2 	Interpretation 	6 
	 	 	 	 
	3. 	ADMINISTRATION 	6 
	 	 	 	 
	  	3.1 	Administration 	6 
	  	3.2 	Shares Reserved 	8 
	  	3.3 	Eligibility 	8 
	 	 	 	 
	4. 	OPTIONS 	8 
	 	 	 	 
	  	4.1 	Grants 	8 
	  	4.2 	Exercise Price 	9 
	  	4.3 	Term of Options 	10 
	  	4.4 	Vesting of Options 	10 
	  	4.5 	Option Agreements 	10 
	  	4.6 	Exercise of Option and Payment of Exercise Price 	10 
	  	4.7 	Assumption Agreement and Power of Attorney 	11 
	  	4.8 	Deposit of Share Certificates with Corporation 	11 
	  	4.9 	Prohibition on Transfer of Options and Shares 	11 
	  	4.10 	Death, Disability or Retirement of Optionee 	12 
		4.11 	Termination of Employment or Services by reason other than
      Death, Disability or Retirement 	13 
	  	4.12 	Discretion to Permit Exercise 	14 
	  	4.13 	Change of Control 	14 
	 	 	 	 
	5. 	GENERAL 	16
	 	 	 	 
	  	5.1 	Capital Adjustments 	17
	  	5.2 	Conditions of Exercise 	17 
	  	5.3 	Amendment and Termination 	18 
	  	5.4 	Status as Shareholder 	18 
	  	5.5 	Withholding Taxes 	18 
	  	5.6 	Non-Exclusivity and Corporate Action 	19
	  	5.7 	Employment and Board of Directors Position Non-Contractual
      	18 
	  	5.8 	Indemnification 	19 
	  	5.9 	Notices 	19 
	  	5.10 	Governing Law 	20
	  	5.11 	Effective Date 	19 


EXHIBITS 

	Exhibit
      “A” 	–
      	Option
      Agreement 
	Exhibit
      “B” 	–
      	Notice
      of Exercise 
	Exhibit
      “C” 	–
      	Deposit
      Receipt 
	Exhibit
      “D” 	–
      	Notice
      of Transfer 
	Exhibit
      “E” 	–
      	Power
      of Attorney 






AMG OIL LTD. 

STOCK OPTION PLAN

August 31, 2009 


	1. 	
      PURPOSE

	 	 	 
		1.1 	
      Purpose

	 	 	 
		
      The purpose of the Plan is to advance the interests of
      the Corporation by attracting, retaining and motivating persons as
      directors, officers, key employees and consultants of the Corporation and
      its Affiliated Corporations and providing them with a greater incentive to
      develop and promote the growth and success of the Corporation by granting
      to them options to purchase shares in the capital of the
    Corporation.

	 	 	 
	2. 	
      INTERPRETATION

	 	 	 
		2.1 	
      Definitions

	 	 	 
		
      For the purposes of the Plan, unless they are otherwise
      defined elsewhere herein, the following terms have the following meanings,
      respectively:




	 	(a) 	
      “Affiliate” has the meaning set forth in the
      Securities Act (Ontario), as amended from time to time;

	 	 	 
	 	(b) 	
      “Affiliated Corporation” is a corporation which is
      an “affiliate” (as such term is defined in the Securities Act
      (Ontario), as amended from time to time) of the Corporation;

	 	 	 
	 	(c) 	
      “Applicable Law” means the requirements relating
      to the administration of stock option plans under the applicable corporate
      and securities laws of Ontario and Canada, any stock exchange or quotation
      system on which the Shares are listed or quoted and the applicable laws of
      any foreign country or jurisdiction which apply to Options granted under
      the Plan;

	 	 	 
	 	(d) 	
      “Associate” has the meaning set forth in the
      Securities Act (Ontario), as amended from time to time;

	 	 	 
	 	(e) 	
      “Board” means the board of directors of the
      Corporation;

	 	 	 
	 	(f) 	
      “Business Day” means a day that is not a Saturday,
      a Sunday or a statutory or legal holiday in Toronto, Ontario;

	 	 	 
	 	(g) 	
      “Cause” means any act or omission by the Optionee
      which would in law permit an employer to, without notice or payment in
      lieu of notice, terminate the Optionee’s employment or services, and shall
      include, without limitation, the meaning attributed thereto in the
      employment agreement or consulting agreement, as may be applicable, of
      such Optionee;







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	 	(h) 	
      “Change of Control” has the meaning set forth in
      Subsection 4.13(a) hereof;

	 	 	 	 
	 	(i) 	
      “Change of Control Price” has the meaning set
      forth in Subsection 4.13(a) hereof;

	 	 	 	 
	 	(j) 	
      “Committee” has the meaning set forth in
      Subsection 3.1(c) hereof;

	 	 	 	 
	 	(k) 	
      “Consultant Optionee” means an individual, other
      than an Employee Optionee or an Executive Optionee, that:

	 	 	 	 
	 		(i) 	
      is engaged to provide on an ongoing bona fide
      basis consulting, technical, management or other services to the
      Corporation or to an Affiliated Corporation, other than services provided
      in relation to a distribution;

	 	 	 	 
	 		(ii) 	
      provides the services under a written contract between
      the Corporation or an Affiliated Corporation and the individual or a
      Consultant Company or Consultant Partnership of the individual;

	 	 	 	 
	 		(iii) 	
      in the reasonable opinion of the Corporation, spends or
      will spend a significant amount of time and attention on the affairs and
      business of the Corporation or an Affiliated Corporation; and

	 	 	 	 
	 		(iv) 	
      has a relationship with the Corporation or an Affiliated
      Corporation that enables the Consultant to be knowledgeable about the
      business and affairs of the Corporation.

	 	 	 	 
	 	(l) 	
      “Consultant Company” means, for an individual
      consultant, a company of which the individual consultant is an employee or
      shareholder;

	 	 	 	 
	 	(m) 	
      “Consultant Partnership” means, for an individual
      consultant, a partnership of which the individual consultant is an
      employee or partner;

	 	 	 	 
	 	(n) 	
      “Corporation” means AMG Oil Ltd. and includes any
      successor corporation thereto;

	 	 	 	 
	 	(o) 	
      “Date of Grant” means, for any Option, the date
      specified by the Board at the time it grants the Option or, if no such
      date is specified, the date upon which the Option was granted;

	 	 	 	 
	 	(p) 	
      “Deposit Receipt” means a receipt given to an
      Optionee pursuant to the Plan evidencing the Optionee’s interest in
      Shares, substantially in the form attached hereto as Exhibit
      “C”;

	 	 	 	 
	 	(q) 	
      “Disability” means the mental or physical state of
      the Optionee such that, as a result of illness, disease, mental or
      physical disability or similar cause, the Optionee has been unable to
      fulfil his or her obligations as an employee or consultant of the
      Corporation or an Affiliated Corporation either for any consecutive
      six-month period or for any period of twelve months (whether or not
      consecutive) in any consecutive 12-month period, provided that, where the
      Optionee has entered into a written employment or consulting agreement
      with the







- 3 -


	 		
      Corporation or an Affiliated Corporation,
      “Disability” will have the meaning attributed to that term, or the
      term equivalent in concept, contained in that employment or consulting
      agreement;

	 	 	 	 
	 	(r) 	
      “Eligible Person” means a bona fide
      Consultant Optionee, Employee Optionee or Executive
Optionee;

	 	 	 	 
	 	(s) 	
      “Eligible Transferee” means, in respect of a
      particular Optionee, such of the following as have specifically been
      designated by the Board as an Eligible Transferee of such Optionee: (i) a
      registered retirement savings plan or a registered retirement investment
      fund, of which the Optionee is the beneficiary;

	 	 	 	 
	 		(ii) 	
      the spouse, child, or grandchild of the Optionee; (ii) a
      Holding Company; and

	 	 	 	 
	 		(iv) 	
      a trust, the beneficiaries of which are the Optionee
      and/or the spouse, children, grandchildren or and/or other direct lineal
      descendants of the Optionee;

	 	 	 	 
	 	(t) 	
      “Employee Optionee” means a current full-time or
      part-time employee or contract employee of the Corporation or of an
      Affiliated Corporation and shall include, other than for the purposes of
      Sections 4.10 and 4.11, any registered retirement savings plans or
      registered income funds established by or for the employee (or under which
      such employee is the beneficiary) and a Holding Company of such
      individual;

	 	 	 	 
	 	(u) 	
      “Exchange” means the stock exchange or quotation
      system and, where the context permits, includes all other stock exchanges
      and quotation systems designated by the Board, on which the Shares are or
      may be listed or quoted from time to time (provided that if, for the
      purposes of the Plan it is necessary to have reference to a single
      Exchange, then such Exchange shall be any stock exchange or quotation
      system on which the Shares are then listed or quoted as designated by the
      Board);

	 	 	 	 
	 	(v) 	
      “Executive Optionee” means a current director or
      an officer of the Corporation or of an Affiliated Corporation and shall
      include, other than for the purposes of Sections 4.10 and 4.11, any
      registered retirement savings plans or registered retirement income funds
      established by or for the individual director or officer (or under which
      such director or officer is the beneficiary) and a Holding Company of such
      individual;

	 	 	 	 
	 	(w) 	
      “Exercise Price” has the meaning set forth in
      Section 4.2 hereof;

	 	 	 	 
	 	(x) 	
      “Fair Market Value” means, at any date in respect
      of Shares,




	 	(i) 	
      in the event such Shares are not listed or quoted for
      trading on any stock exchange or quotation system, an amount, determined
      by the Board in its sole discretion, to be reflective of the cash price
      which would be obtained as at the relevant date if the Shares which are
      the subject of a transaction of purchase and sale were sold without
      compulsion to a willing and knowledgeable purchaser acting at arm’s length
      (as such term is defined in the Income Tax Act (Canada));
  or







- 4 -


	 	(ii) 	
      the closing price of such Shares on the Exchange on the
      last Business Day preceding such date (less the applicable discount). In
      the event that such Shares did not trade on such Business Day, the Fair
      Market Value shall be the average of the bid and ask prices in respect of
      such Shares at the close of trading on such date or such other price
      determined by the Board, acting reasonably;




	 	(y) 	
      “Holding Company” means a corporation wholly-owned
      and controlled by an Optionee;

	 	 	 
	 	(z) 	
      “Insider” has meaning ascribed thereto in the
      Securities Act (Ontario);

	 	 	 
	 	(aa) 	
      “Option” means a right granted to an Eligible
      Person to purchase Shares on the terms of the Plan;

	 	 	 
	 	(bb) 	
      “Optionee” means the Eligible Person to whom an
      Option has been granted and includes, other than for the purposes of
      Sections 4.10 and 4.11 hereof, any Eligible Transferee to whom an Optionee
      has transferred an Option in accordance with the terms of the
  Plan;

	 	 	 
	 	(cc) 	
      “Option Agreement” has the meaning set forth in
      Section 4.5 hereof;

	 	 	 
	 	(dd) 	
      “Person” means any individual, partnership,
      limited partnership, joint venture, syndicate, sole proprietorship,
      company or corporation with or without share capital, unincorporated
      association or organization, trust, trustee, executor, administrator or
      other legal personal representative, regulatory body or agency, government
      or governmental agency, authority or entity however designated or
      constituted;

	 	 	 
	 	(ee) 	
      “Plan” means this stock option plan of the
      Corporation (as the same may be amended or varied from time to
    time);

	 	 	 
	 	(ff) 	
      “Power of Attorney” has the meaning set forth in
      Section 4.7 hereof.

	 	 	 
	 	(gg) 	
      “Public Company” means a corporation, including
      the Corporation, any portion of the shares of which is freely tradeable to
      and between members of the public without the requirement of filing a
      prospectus or similar document and the shares of which are traded on a
      published market (being any market on which shares are traded or quoted
      for trading if the prices at which they have been traded or quoted on that
      market are regularly published in a newspaper or business or financial
      publication of general and regular paid circulation), including a
      corporation meeting such requirements as a result of a Change of
      Control;

	 	 	 
	 	(hh) 	
      “Retirement” means retirement from active
      employment with the Corporation or an Affiliated Corporation at or after
      the age of 65 or, with the consent for the purposes of the Plan of such
      officer of the Corporation or an Affiliated Corporation as may be
      designated by the Board, at or after such earlier age and upon the
      completion of such years of service as the Board may
  specify;







- 5 -


	 	(ii) 	
      “Shares” means the common shares in the capital of
      the Corporation as constituted from time to time or, in the event of an
      adjustment contemplated by Section 5.1 hereof, such other shares or
      securities to which an Optionee may be entitled upon the exercise of an
      Option as a result of such adjustment;

	 	 	 	 
	 	(jj) 	
      “Termination Date” means:

	 	 	 	 
	 		(i) 	
      in the case of an Employee Optionee or Executive Optionee
      whose employment or term of office with the Corporation or an Affiliated
      Corporation, as the case may be, terminates in the circumstances set out
      in Sections 4.10 or 4.11 hereof, the date that is designated by the
      Corporation or an Affiliated Corporation, as the case may be, as the last
      day of the Optionee’s employment or term of office with the Corporation or
      an Affiliated Corporation, as the case may be, and “Termination Date”
      specifically does not mean the date on which any period of contractual
      or reasonable notice that the Corporation or an Affiliated Corporation, as
      the case may be, may be required by contract or at law to provide to the
      Optionee would expire;

	 	 	 	 
	 		(ii) 	
      in the case of an Executive Optionee who received Options
      in his or her capacity as a director of the Corporation or an Affiliated
      Corporation, the date which is the earliest of: (A) the date that such
      Executive Optionee resigns as a director of the Corporation or an
      Affiliated Corporation; (B) the date that such Executive Optionee is not
      re-elected as a director; and (C) the date that such Executive Optionee is
      removed from the board of directors of the Corporation or an Affiliated
      Corporation; and

	 	 	 	 
	 		(iii) 	
      in the case of a Consultant Optionee whose consulting
      agreement or arrangement with the Corporation or an Affiliated
      Corporation, as the case may be, terminates in the circumstances set out
      in Sections 4.10 or 4.11 hereof, the date that is designated by the
      Corporation or an Affiliated Corporation, as the case may be, as the date
      on which the Optionee’s consulting agreement or arrangement is terminated,
      and “Termination Date” specifically does not mean the date on which
      any period of notice of termination that the Corporation or an Affiliated
      Corporation, as the case may be, may be required to provide to the
      Optionee under the terms of the consulting agreement or arrangement would
      expire;

	 	 	 	 
	 			
      or such later date as may be determined by the Board in
      the case of Options granted to a specific Optionee;

	 	 	 	 
	 	(kk) 	
      “Transfer” includes any sale, exchange,
      assignment, gift, bequest, disposition, hypothecation, mortgage, charge,
      pledge, encumbrance, grant of security interest or other arrangement by
      which possession, legal title or beneficial ownership passes from one
      Person to another, or to the same Person in a different capacity, whether
      or not voluntary and whether or not for value, and any agreement to effect
      any of the foregoing; and the words “Transferred”,
      “Transferring” and similar words have corresponding meanings;
      and







- 6 - 

	 	(ll) 	
      “Vesting Schedule” has the meaning set forth in
      Section 4.4 hereof.




	2.2 	
      Interpretation




	 	(a) 	
      Whenever the Board or, where applicable, the Committee is
      to exercise discretion in the administration of the terms and conditions
      of the Plan, the term “discretion” means the sole and absolute discretion
      of the Board or the Committee, as the case may be.

	 	 	 
	 	(b) 	
      As used herein, the terms “Article”, “Section”,
      “Subsection” and paragraph” mean and refer to the specified Article,
      Section, Subsection and paragraph hereof, respectively.

	 	 	 
	 	(c) 	
      Words importing the singular number only include the
      plural and vice versa, and words indicating gender include all
    genders.

	 	 	 
	 	(d) 	
      In the Plan, a Person is considered to be “controlled” by
      a Person if:




	 	(i) 	
      in the case of a corporation or similar
  entity,



(A)        voting securities of
the first-mentioned Person carrying more than 50% of the votes ordinarily
exercisable at meetings of shareholders of the corporation are held, otherwise
than by way of security only, by or for the benefit of the other Person; and


(B)        the votes carried by
such securities are entitled, if exercised, to elect a majority of the directors
of the first-mentioned Person; 

	 	(ii) 	
      in the case of a partnership that does not have
      directors, other than a limited partnership, the second-mentioned Person
      holds more than 50% of the interests in the partnership; or

	 	 	 
	 	(iii) 	
      in the case of a limited partnership, the general partner
      is the second- mentioned Person.




	3. 	
      ADMINISTRATION




	 	3.1 	
      Administration




	 	(a) 	
      If the Shares are listed or quoted for trading on the
      Exchange, the Plan shall be administered by the Board in accordance with
      the rules and policies of the Exchange in respect of employee stock option
      plans. The Board shall receive recommendations of management and shall
      determine and designate from time to time those Eligible Persons to whom
      an Option should be granted, the number of Shares which will be optioned
      from time to time to any Eligible Person and the terms and conditions of
      the Option.

	 	 	 
	 	(b) 	
      Subject to Applicable Law, Subsection 3.1(c) hereof and
      the limitations of the Plan, the Plan will be administered by the Board
      and the Board has the sole and complete authority, in its discretion,
      to:







- 7 -


	 	(i) 	
      grant Options to Eligible Persons;

	 	 	 
	 	(ii) 	
      determine the terms, limitations, restrictions and
      conditions upon such grants;

	 	 	 
	 	(iii) 	
      interpret and construe the terms and conditions of the
      Plan and the Options;

	 	 	 
	 	(iv) 	
      adopt, amend and rescind such administrative guidelines
      and other rules relating to the Plan as the Board may from time to time
      deem advisable; and

	 	 	 
	 	(v) 	
      make all other determinations and to take all other
      actions in connection with the implementation and administration of the
      Plan as the Board may deem necessary or advisable.



The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
agreement relating thereto in the manner and to the extent it shall deem
necessary to effectuate the purpose and intent of the Plan. The Committee may
adopt special guidelines and provisions for Persons who are residing in, or
subject to, the taxes of, any jurisdiction outside of Canada (including, without
limitation, countries, states, provinces and localities) to comply with
applicable tax, and securities and other laws and may impose any limitations and
restrictions that it deems necessary to comply with the applicable tax,
securities and other laws of such jurisdiction outside of Canada. 

Any decision, interpretation or other
action made or taken in good faith by or at the direction of the Corporation,
the Board or the Committee or any of its members arising out of or in connection
with the Plan shall be within the absolute discretion of all and each of them,
as the case may be, and shall be final, binding and conclusive on the
Corporation, Optionees and their respective heirs, executors, administrators,
successors and permitted assigns. 

The Board’s interpretation,
construction or determination of its guidelines and rules will be conclusive and
binding upon all parties concerned. The day-to-day administration of the Plan
may be delegated to such officers and employees of the Corporation or of an
Affiliated Corporation as the Board may in its sole discretion determine. 

	 	(c) 	
      To the extent permitted by Applicable Law, the Board may,
      from time to time, delegate to a committee (the “Committee”) of the
      Board all or any of the powers conferred on the Board under the Plan. In
      such event, the Committee will exercise the powers delegated to it by the
      Board in the manner and on the terms authorized by the Board. Any decision
      made or action taken by the Committee arising out of or in connection with
      the administration or interpretation of the Plan in this context is final
      and conclusive. If the Committee is appointed, the Board shall designate
      one of the members of the Committee as chairman and the Committee shall
      hold meetings, subject to the by-laws of the Corporation, at such times
      and places as it shall deem advisable; including, without limitation,
      by







- 8 -


telephone conference or by written
consent to the extent permitted by Applicable Law. A majority of the Committee
members shall constitute a quorum. All determinations of the Committee shall be
made by a majority of its members. Any decision or determination reduced to
writing and signed by all the Committee members in accordance with the by-laws
of the Corporation, shall be fully as effective as if it had been made by a vote
at a meeting duly called and held. The Committee shall keep minutes of its
meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable. 

3.2       
Shares Reserved

	 	(a) 	
      Options may be granted in respect of authorized and
      unissued Shares. Subject to an increase by the Board in its sole and
      absolute discretion, Applicable Law and any shareholder or other approval
      which may be required, and subject further to any adjustments pursuant to
      Section 5.1, the maximum aggregate number of Shares which may be reserved
      by the Corporation for issuance under the Plan will be such number of
      Shares as is equal to 10% of the aggregate number of outstanding Shares
      from time to time, provided the Corporation is a Public Company.

	 	 	 
	 	(b) 	
      Any Shares subject to an Option which has been granted
      under the Plan and which is cancelled or terminated for any reason without
      having been exercised will be added back to the number of Shares reserved
      for issuance under the Plan and such Shares will again be available for
      grant under the Plan. No fractional Shares may be issued, and the Board
      may determine the manner in which any fractional Share value will be
      treated.




	 	3.3 	
      Eligibility




		
      Participation in the Plan shall be limited to Eligible
      Persons. Participation shall be voluntary and the extent to which any
      Eligible Person shall be entitled to participate in the Plan shall be,
      subject to the terms of the Plan and Applicable Law, determined in the
      sole and absolute discretion of the Board. Eligibility to participate does
      not confer upon any Optionee any right to be granted Options pursuant to
      the Plan.

	 	 
	4. 	
      OPTIONS




	 	4.1 	
      Grants




	 	(a) 	
      The Board may, from time to time, subject to the
      provisions of the Plan and such other terms and conditions as the Board
      may prescribe, grant Options to any Eligible Person.

	 	 	 
	 	(b) 	
      Subject to the Plan, the Board may impose limitations,
      restrictions and conditions, in addition to those set out in the Plan,
      that are applicable to the exercise of an Option, including, without
      limitation, the nature and duration of any restrictions applicable to a
      sale or other disposition of Shares acquired upon exercise of an Option
      and the nature of events, if any, that may cause any Optionee’s rights
      in







- 9 - 

respect of Shares acquired upon
exercise of an Option to be forfeited and the duration of the period of such
forfeiture.

	 	(c) 	
      An Eligible Person may receive Options on more than one
      occasion under the Plan and may receive separate Options on any one
      occasion.

	 	 	 	 
	 	(d) 	
      Additionally, if the Corporation is a Public Company then
      the Corporation shall not grant Options:

	 	 	 	 
	 		(i) 	
      to any one person in any 12 month period which could,
      when exercised, result in the issuance of Shares exceeding five percent
      (5%) of the issued and outstanding Shares of the Corporation unless
      disinterested shareholder approval is obtained; or

	 	 	 	 
	 		(ii) 	
      to any one Consultant which could, when exercised, in any
      12 month period result in the issuance of Shares exceeding two percent
      (2%) of the issued and outstanding Shares of the Corporation;

	 	 	 	 
	 		(iii) 	
      to all persons employed by the Corporation who perform
      investor relations activities which could, when exercised, in any 12 month
      period result in the issuance of Shares exceeding two percent (2%) of the
      issued and outstanding Shares of the Corporation nor shall more than 1/4
      of any such Options vest in any three month period;

	 	 	 	 
	 		(iv) 	
      if the aggregate number of Shares issuable pursuant to
      Options granted to Insiders pursuant to the Plan and other security based
      compensation arrangements would exceed 10% of the Corporation’s total
      issued and outstanding Common Shares unless disinterested shareholder
      approval is obtained; or

	 	 	 	 
	 		(v) 	
      if the aggregate number of Shares issued to Insiders
      pursuant to the Plan and other security based compensation arrangements
      within any one-year period would exceed 10% of the Corporation’s total
      issued and outstanding Shares, unless disinterested shareholder approval
      is obtained.



4.2       
Exercise Price


	 	(a) 	
      Subject to Applicable Law and to adjustment from time to
      time in accordance with Section 5.1 hereof, the exercise price (the
      “Exercise Price”) of an Option granted pursuant to the Plan will be
      as determined by the Board but in any event, unless otherwise determined
      by the Board, shall not be less than the Fair Market Value of the Shares
      on the Business Day immediately prior to the Date of Grant.

	 	 	 
	 	(b) 	
      Furthermore, if the Corporation is a Public Company,
      disinterested shareholder approval is required in order to reduce the
      exercise price of an Optionee that is an Insider of the Corporation at the
      time of the proposed amendment.







- 10 -


4.3       
Term of Options


Subject to any accelerated termination
as set forth in the Plan, Options must expire no later than ten (10) years after
the Date of Grant or such lesser period as applicable regulatory authorities or
Applicable Law may require. 

4.4       
Vesting of Options


	 	(a) 	
      The Board may determine, in its sole discretion, in
      respect of an Option, when an Option will become exercisable and the
      extent to which an Option will vest or will be exercisable in instalments
      (the “Vesting Schedule”) and such Vesting Schedule shall be set
      forth in the applicable Option Agreement. For example, the Board may, in
      its sole discretion, provide that the vesting of an Option be dependent on
      the passage of time and/or on the achievement of specified milestones or
      thresholds.

	 	 	 
	 	(b) 	
      Notwithstanding Subparagraph 4.4(a), if the Corporation
      is a Public Company then any Options issued to a Consultant Optionee must
      vest in stages over at least a 12 month period with no more than 1⁄4 of such
      Options vesting in any three (3) month period.

	 	 	 
	 	(c) 	
      Once a portion of an Option vests and becomes
      exercisable, it shall remain exercisable until expiration or termination
      of such Option, unless otherwise specified by the Board in connection with
      the grant of such Option or pursuant to Section 4.13 hereof with respect
      to a Change of Control. Each Option or portion thereof may be exercised at
      any time or from time to time, in whole or in part, for up to the total
      number of Shares with respect to which it is then
  exercisable.



4.5       
Option Agreements


Each Option must be confirmed by an
agreement (an “Option Agreement”), in the form of the option agreement
attached hereto as Exhibit “A” (as may be amended by the Board from time
to time, and with such changes thereto as may be necessary for any particular
Option to a particular Optionee), signed by the Corporation and by the Optionee.
In the event an Option is Transferred in accordance with the terms of the Plan,
it shall be a condition to the effectiveness of such Transfer that the Eligible
Transferee enter into an Option Agreement on the same terms and conditions. 

4.6       
Exercise of Option and Payment of Exercise Price 

The Optionee may, from time to time and
at any time after the vesting of an Option and prior to the expiry of such
Option, elect to purchase all or a portion of the Shares available for purchase
by lump sum payment by delivering to the Corporation at its registered office
(or other office designated in writing by the Corporation to the Optionee), a
completed Notice of Exercise substantially in the form attached hereto as
Exhibit “B”. Such notice shall specify the number of Shares the Optionee
desires to purchase and shall be accompanied by payment in full of the Exercise
Price for such Shares. Subject to the provisions of the immediately following
sentence, payment may be made by bank draft or certified cheque payable to the
order of the Corporation at the




- 11 -


time of exercise. Upon receipt of
payment in full or, in the discretion of the Board, upon the determination that
the fair value of property or past services provided by the Optionee is equal to
or greater than the Exercise Price if the Shares had been issued for money, and
in any event, subject to the terms of the Plan, the number of Shares in respect
of which the Option is exercised will be duly issued as fully paid and
non-assessable. 

4.7       
Power of Attorney


Every Optionee who acquires Shares
pursuant to the exercise of Options will, while the Corporation is not a Public
Company and as a pre-condition to the issuance of such Shares, execute and
deliver to the Corporation an irrevocable power of attorney (the “Power of
Attorney”), in the form attached hereto as Exhibit “E” (subject to
such amendments thereto as the Board may require from time to time). 

4.8       
Deposit of Share Certificates with Corporation 

While the Corporation is not a Public
Company, any certificate evidencing a Share purchased by an Optionee upon the
exercise of an Option may be held by the Corporation on behalf of the Optionee.
By the exercise of an Option, the Optionee shall be deemed to have irrevocably
appointed the Secretary of the Corporation (or failing him, any other officer of
the Corporation designated by it) his attorney to endorse in blank for transfer
any certificates issued by the Corporation representing any Shares issued on the
exercise of an Option. Upon the exercise of an Option, the Corporation will
issue to each Optionee a Deposit Receipt (which shall be signed by the Optionee
as a pre-condition to the issuance of the Shares issuable on the exercise of the
Option):

	 	(i) 	
      indicating the number of Shares the Corporation is
      holding as a result of the exercise of such Option; and

	 	 	 
	 	(ii) 	
      acknowledging that the Corporation is holding the
      certificate in respect of such Shares on behalf of the
  Optionee,



all subject to the terms of the Plan.
  The Shares will not be, and cannot be required to be, unless the Board determines
  otherwise, released to the Optionee until the Corporation is a Public Company.
  

4.9       
Prohibition on Transfer of Options and Shares

	 	(a) 	
      Subject to the other provisions of this Section 4.9 and
      Section 4.10, an Option is personal to the Optionee and is non-assignable,
      other than by will or laws of descent and distribution, and such Option
      shall be exercisable during the Optionee’s lifetime only by the Optionee
      to which such Option has been granted. No Optionee may deal with any
      Option or any interest in it or Transfer any Option now or hereafter held
      by the Optionee except in accordance with the Plan. If an Optionee’s
      Holding Company ceases to be wholly-owned by the Optionee, the Holding
      Company will be deemed to have Transferred any Options held by such
      Holding Company to the Optionee. A purported Transfer of any Option in
      violation of the Plan will not be valid and the Corporation will not be
      required to issue any Shares upon the attempted exercise of an improperly
      Transferred







- 12 -


Option. Nothing contained herein shall
permit any Optionee to transfer any Option, whether to an Eligible Transferee or
otherwise, without the prior written consent of the Board. Subject to Applicable
Law and subject to the prior written consent of the Board, an Option may be
transferred to and from the Optionee and an Eligible Transferee provided that
the transferor delivers to the Corporation at its registered office a completed
Notice of Transfer substantially in the form attached hereto as “Exhibit
D”.

	 	(b) 	
      Options and Shares issued upon exercise thereof are
      subject to transfer and resale restrictions pursuant to the constating
      documents of the Corporation and Applicable Law. The Optionee is
      responsible for obtaining such legal advice as may be appropriate in
      connection with any transfer or resale of Options and Shares issued upon
      the exercise thereof.



4.10      
Death, Disability or Retirement of Optionee

If, 

	 	(a) 	
      an Employee Optionee or an Executive Optionee dies or
      becomes Disabled while an employee, director or officer of the Corporation
      or an Affiliated Corporation, as the case may be;

	 	 	 
	 	(b) 	
      a Consultant Optionee’s consulting agreement or
      arrangement with the Corporation or an Affiliated Corporation, as the case
      may be, is terminated by reason of the death or Disability of such
      Optionee; or

	 	 	 
	 	(c) 	
      the employment or term of office of an Employee Optionee
      or an Executive Optionee with the Corporation or an Affiliated
      Corporation, as the case may be, terminates due to
  Retirement,



then


	 	(d) 	
      the executor, administrator or other legal representative
      of such Optionee’s estate or such Optionee, as the case may be, may
      exercise any Options granted to such Optionee to the extent that such
      Options were exercisable at the date of such death, Disability or
      Retirement and the right to exercise such Options shall terminate on the
      earlier of:

	 	 	 	 
	 		(i) 	
      the date that is 180 days from the date of such
      Optionee’s death, Disability or Retirement; and

	 	 	 	 
	 		(ii) 	
      the date of expiration specified in the Option Agreement
      or in the resolution of the Board granting such Option, as the case may
      be,

	 	 	 	 
	 			
      provided that any Options granted to such Optionee that
      were not exercisable at the date of the death, Disability or Retirement
      shall immediately expire and be cancelled on such date;
  and







- 13 -


	 	(e) 	
      such Optionee’s eligibility to receive further grants of
      Options under the Plan shall cease as of the date of such Optionee’s
      death, Disability or Retirement, as the case may
be.



4.11       
Termination of Employment or Services by reason other than Death, Disability or
Retirement 

	 	(a) 	
      Where, in the case of an Employee Optionee or Executive
      Optionee, an Optionee’s employment or term of office with the Corporation
      or an Affiliated Company ceases by reason of the Optionee’s death,
      Disability or Retirement, then the provisions of Section 4.10 hereof shall
      apply.

	 	 	 	 
	 	(b) 	
      Where, in the case of an Employee Optionee or Executive
      Optionee, an Optionee’s employment or term of office with the Corporation
      or an Affiliated Corporation terminates by reason of:

	 	 	 	 
	 		(i) 	
      termination by the Corporation or an Affiliated
      Corporation without Cause (whether such termination occurs with or without
      any or adequate reasonable notice, or with or without any or adequate
      compensation in lieu of such reasonable notice);

	 	 	 	 
	 		(ii) 	
      voluntary resignation by such Optionee; or

	 	 	 	 
	 		(iii) 	
      in the case of an Executive Optionee who received Options
      in his or her capacity as a director of the Corporation or an Affiliated
      Corporation, the failure of such Executive Optionee to be re-elected as a
      director or the removal of such Executive Optionee from the board of
      directors of the Corporation or an Affiliated Corporation,

	 	 	 	 
	 		
      then any Options granted to such Optionee that are
      exercisable at the Termination Date shall continue to be exercisable until
      the earlier of: (A) the date that is 30 days following the Termination
      Date; and (B) the date of expiration specified in the Option Agreement or
      in the resolution of the Board granting such Option, as the case may be.
      Any Options granted to such Optionee that are not exercisable at the
      Termination Date shall immediately expire and be cancelled on the
      Termination Date.

	 	 	 	 
	 	(c) 	
      Where, in the case of an Employee Optionee or Executive
      Optionee, such Optionee’s employment or term of office with the
      Corporation or an Affiliated Corporation is terminated by the Corporation
      or Affiliated Corporation for Cause then any Options granted to such
      Optionee, whether or not exercisable at the Termination Date, shall
      immediately expire and be cancelled on the Termination Date
      contemporaneously with such termination.

	 	 	 	 
	 	(d) 	
      Where, in the case of a Consultant Optionee, such
      Optionee’s consulting agreement or arrangement terminates by reason
    of:

	 	 	 	 
	 		(i) 	
      termination by the Corporation or an Affiliated
      Corporation for any reason other than for material breach of the
      consulting agreement or arrangement (whether or not such termination is
      effected in compliance with any







- 14 -


termination provisions contained in
such Optionee’s consulting agreement or arrangement); or 

(ii)       voluntary
termination by such Optionee, 

then any Options granted to such Optionee
  that are exercisable at the Termination Date shall continue to be exercisable
  until the earlier of: (A) the date that is 30 days following the Termination
  Date; and (B) the date of expiration specified in the Option Agreement or in
  the resolution of the Board granting such Option, as the case may be. Any Options
  granted to such Optionee that are not exercisable at the Termination Date shall
  immediately expire and be cancelled on such date.

	 	(e) 	
      Where, in the case of a Consultant Optionee, such
      Optionee’s consulting agreement or arrangement is terminated by the
      Corporation or an Affiliated Corporation for material breach of the
      consulting agreement or arrangement (whether or not such termination is
      effected in compliance with any termination provisions contained in such
      Optionee’s consulting agreement or arrangement), then any Options granted
      to such Optionee, whether or not such Options are exercisable at the
      Termination Date, shall immediately expire and be cancelled on the
      Termination Date contemporaneously with such termination.

	 	 	 
	 	(f) 	
      Unless the Board, in its discretion, otherwise determines
      at any time and from time to time, Options shall not be affected by any
      change of employment or consulting arrangement within or among the
      Corporation or an Affiliated Corporation for so long as an Employee
      Optionee continues to be an employee of the Corporation or an Affiliated
      Corporation, or for so long as the Executive Optionee continues to be a
      director or officer of the Corporation or an Affiliated Corporation, or
      for so long as the Consultant Optionee continues to be engaged as a
      consultant to the Corporation or an Affiliated Corporation, as the case
      may be. For greater certainty, if an Optionee ceases to be an Executive
      Optionee but remains an Employee Optionee, the Options granted to such
      Optionee shall not be affected by such change.



4.12       
Discretion to Permit Exercise


Notwithstanding the provisions of
Sections 4.10 and 4.11 hereof, the Board may, in its discretion, at any time
prior to or following the events contemplated in such Sections, permit the
exercise of any or all Options held by an Optionee in the manner and on the
terms authorized by the Board, provided that the Board shall not, in any case,
authorize the exercise of an Option pursuant to this Section beyond the date of
expiration specified in the Option Agreement or in the resolution of the Board
granting such Option, as the case may be. 

4.13       
Change of Control


	 	(a) 	
      For the purposes of the Plan,

	 	 	 	 
	 		(i) 	
      “Change of Control” shall mean the happening of
      any of the following events: (A) any transaction pursuant to which the
      Corporation goes out of







- 15 -


existence; (B) any transaction
pursuant to which any Person or any Associate or Affiliate of such Person and
any Person acting jointly or in concert with such Person (within the meaning of
the Securities Act (Ontario)) (other than the Corporation, a subsidiary
of the Corporation or an employee benefit plan of the Corporation (including any
trustee of such plan acting as trustee)), hereafter acquires the direct or
indirect “beneficial ownership” (as such term is defined in the Business
Corporations Act (Ontario)) of securities of the Corporation
representing 50% or more of the aggregate votes of all of the Corporation’s then
issued and outstanding securities; (C) the sale of all or substantially all of
the Corporation’s assets to a Person other than a Person that is an Affiliated
Corporation; (D) the dissolution or liquidation of the Corporation except in
connection with the distribution of assets of the Corporation to one or more
Persons which were Affiliated Corporations prior to such event; or (E) the
occurrence of a transaction requiring approval of the Corporation’s shareholders
involving the acquisition of the Corporation by an entity through purchase of
assets, by amalgamation or otherwise; and 

	 	(ii) 	
      “Change of Control Price” shall mean the highest
      price per Share paid in any transaction related to a Change of
    Control.




	 	(b) 	
      Notwithstanding anything else in the Plan or contained in
      any Option Agreement, unless otherwise determined by the Board,
      outstanding Options shall be converted or exchanged into or for options,
      rights or other securities in any entity participating in or resulting
      from a Change of Control, (each such Option hereinafter called an
      “Alternative Option”) and any such Alternative Option must meet the
      following criteria:

	 	 	 	 
	 		(i) 	
      the Alternative Option must be based on stock which is
      traded on an established securities market, or which will be so traded
      within 30 days of the Change of Control;

	 	 	 	 
	 		(ii) 	
      the Alternative Option must provide such Optionee with
      rights and entitlements substantially equivalent to or better than the
      rights, terms and conditions applicable under such Option, including, but
      not limited to, an identical or better exercise schedule; and

	 	 	 	 
	 		(iii) 	
      the Alternative Option must have economic value
      substantially equivalent to the value of such Option (determined at the
      time of the Change of Control) (having regard to such factors as the Board
      shall reasonably consider applicable).

	 	 	 	 
	 	(c) 	
      The Board may, in its sole discretion, accelerate the
      vesting of any or all outstanding Options to provide that, notwithstanding
      the Vesting Schedule or any Option Agreement, such outstanding Options
      shall be fully vested and conditionally exercisable upon (or prior to) the
      completion of the Change of Control, provided, however, that the Board
      shall not, in any case, authorize the exercise of Options pursuant to this
      Section beyond the date of expiration specified in the Option Agreement or
      resolution of the Board granting such







- 16 -


Options, as the case may be. If the
Board elects to accelerate the vesting of the Options, and if any of such
Options are not exercised within five Business Day following the giving of
notice of such acceleration, such unexercised Options shall terminate and expire
upon the completion of the proposed Change of Control. If, for any reason, the
Change of Control does not occur within the contemplated time period, the
acceleration of the vesting of the Options shall be retracted and vesting shall
instead revert to the manner provided in the Vesting Schedule or Option
Agreement.

	 	(d) 	
      The Board, in its sole discretion, may provide for the
      purchase of any Option by the Corporation or an Affiliate or other Person
      upon (or prior to) the completion of the Change of Control for an amount
      equal to: (i) the Change of Control Price of each Share underlying an
      Option multiplied by the Shares underlying such Options, less (ii) the
      aggregate Exercise Price of such Options.

	 	 	 
	 	(i) 	
      If, in connection with a Change of Control, the
      shareholders of the Corporation are to receive consideration other than
      consideration consisting solely of cash, then the Board may determine,
      prior to the occurrence of the Change of Control, that upon the exercise
      of any Options after the Change of Control, that the Optionees shall be
      entitled to receive that consideration which they would have received had
      they exercised their Options immediately prior to the Change of Control
      and sold their Shares on the same terms and conditions as the shareholders
      of the Corporation who sold their Shares in connection with the Change of
      Control.




	5. 	
      GENERAL

	 	 
		
      5.1       
      Capital Adjustments




	 	(a) 	
      The existence of any Options shall not affect in any way
      the right and power of the Corporation or its shareholders to make,
      authorize or determine any adjustment, recapitalization, reorganization,
      or any other change in the Corporation’s capital structure or its
      business, or any amalgamation, combination, merger or consolidation
      involving the Corporation, to create or issue any bonds, debentures,
      Shares or other securities of the Corporation or to determine the rights
      and conditions attaching thereto, to effect the dissolution or liquidation
      of the Corporation or any sale or transfer of all or any part of its
      assets or business, or to effect any other corporate act or proceeding,
      whether of a similar character or otherwise, whether or not any such
      action referred to in this Subsection 5.1(a) would have an adverse effect
      on the Plan or any Option granted hereunder.

	 	 	 
	 	(b) 	
      If there is any change in the outstanding Shares by
      reason of a stock dividend or split, recapitalization, consolidation,
      combination or exchange of shares or other similar corporate change, other
      than a Change of Control, subject to any prior approval required of
      applicable regulatory authorities, the Board may make appropriate
      substitution or adjustment in:




	 	(i) 	
      the Exercise Price of unexercised
  Options;







- 17 -


	 	(ii) 	
      the number or kind of shares or other securities reserved
      for issuance pursuant to the Plan; and

	 	 	 
	 	(iii) 	
      the number and kind of shares subject to unexercised
      Options theretofore granted and in the Exercise Price of those
    shares,



provided, however, that no
substitution or adjustment will obligate the Corporation to issue or sell
fractional shares. The determination of the Board as to any adjustment, or as to
there being no need for adjustment, will be final and binding on all parties
concerned. 

5.2       
Conditions of Exercise


The Plan and Options are subject to the
requirement that if at any time the Board determines that: (a) the listing,
registration or qualification of the Shares subject to such Option upon any
stock exchange or quotation system or under any provincial, state or federal
law, or that the consent or approval of any governmental body, stock exchange or
quotation system or of the holders of the Shares generally, is necessary or
desirable, as a condition of, or in connection with the granting of such Option
or the issuance of Shares upon the exercise thereof; or (b) the grant of an
Option or the issuance of Shares upon the exercise thereof is in conflict with
or is inconsistent with Applicable Law, no such Option may be granted or
exercised in whole or in part unless such listing, registration, qualification,
consent or approval has been effected or obtained or such conflict or
inconsistency is no longer outstanding, each free of any conditions not
acceptable to the Board. The Optionees shall, to the extent applicable,
co-operate with the Corporation in relation to such registration, qualification
or other approval and shall have no claim or cause of action against the
Corporation or any of its officers or directors as a result of any failure by
the Corporation to obtain or to take any steps to obtain any such registration,
qualification, or approval. 

5.3       
Amendment and Termination


	 	(a) 	
      The Board may amend, suspend or terminate the Plan or any
      portion of it at any time in accordance with Applicable Law and subject to
      any required regulatory, Exchange or shareholder approval. However,
      subject to the terms hereof, unless consent is obtained from the Optionee
      affected, no amendment, suspension or termination may alter or impair any
      Options, or any rights related to Options, that were granted to that
      Optionee prior to the amendment, suspension or termination.

	 	 	 
	 	(b) 	
      If the Plan is terminated, the provisions of the Plan and
      any administrative guidelines and other rules adopted by the Board and in
      force at the time of termination of the Plan will continue in effect as
      long as any Option remains outstanding. However, notwithstanding the
      termination of the Plan, the Board may make any amendments to the Plan or
      to any outstanding Option that the Board would have been entitled to make
      if the Plan were still in effect.

	 	 	 
	 	(c) 	
      Subject to Applicable Law and to any necessary prior
      approval of applicable regulatory authorities and with the consent of the
      affected Optionee, the Board may amend or modify any outstanding Option in
      any manner, including, without







- 18 -


limitation, by changing the date or
dates as of which, or the price at which, an Option becomes exercisable, so long
as the Board would have had the authority to grant initially the Option as so
modified or amended.

5.4       
Status as Shareholder


Optionees shall not have any rights as
a shareholder with respect to Shares until:

	 	(a) 	
      full payment of the Exercise Price for the Shares has
      been made to the Corporation;

	 	 	 
	 	(b) 	
      a Deposit Receipt with respect to such Shares shall have
      been duly issued; and

	 	 	 
	 	(c) 	
      the Optionee executes and delivers to the Corporation the
      Power of Attorney (only if the Corporation is not a Public
  Company).



Upon becoming a shareholder of the
Corporation, an Optionee may only transfer Shares in accordance with and subject
to Applicable Law, the constating documents of the Corporation and the terms of
the Power of Attorney. 

5.5       
Withholding Taxes


The exercise of each Option granted
under the Plan is subject to the condition that if at any time the Corporation
determines, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities is necessary or desirable in respect of such exercise,
such exercise is not effective unless such withholding has been effected to the
satisfaction of the Corporation. In such circumstances, the Corporation may
require that an Optionee pay to the Corporation, in addition to and in the same
manner as the Exercise Price for the Shares, such amount as the Corporation is
obliged to remit to the relevant taxing authority in respect of the exercise of
the Option. Any such additional payment is due no later than the date as of
which any amount with respect to the Option exercised first becomes includable
in the gross income of the Optionee for tax purposes.

5.6       
Non-Exclusivity and Corporate Action 

	 	(a) 	
      Subject to any required regulatory or shareholder
      approval, nothing contained herein will prevent the Board from adopting
      other additional compensation arrangements for the benefit of any
      Optionee.

	 	 	 
	 	(b) 	
      Nothing contained in the Plan or in the Options shall be
      construed so as to prevent the Corporation or any subsidiary of the
      Corporation from taking corporate action which is deemed by the
      Corporation or the subsidiary to be appropriate or in its best interest,
      whether or not such action would have an adverse effect on the
  Plan.



5.7       
Employment and Board of Directors Position Non-Contractual 

The granting of an Option to an
Optionee under the Plan does not confer upon the Optionee any right to continue
in the employment of the Corporation or any Affiliated Corporation or as a
member of the Board, as the case may be, nor does it interfere in any way with
the rights of the Optionee or of the Corporation’s rights to terminate the




- 19 -


Optionee's employment or consulting
arrangements at any time or of the shareholders' right to elect one or more
directors of the Corporation. 

5.8       
Indemnification


Every member of the Board will at all
times be indemnified and saved harmless by the Corporation from and against all
costs, charges and expenses whatsoever including any income tax liability
arising from any such indemnification, that such Board member may sustain or
incur by reason of any action, suit or proceeding, taken or threatened against
the Board member, otherwise by the Corporation, for or in respect of any act
done or omitted by the Board member in respect of the Plan, such costs, charges
and expenses to include any amount paid to settle such action, suite or
proceeding or in satisfaction of any judgement rendered therein. 

5.9       
Notices


All written notices to be delivered by
the Optionee to the Corporation may be delivered personally, by facsimile or by
registered mail, postage prepaid, addressed as follows: 

AMG Oil Ltd. 
30 St. Clair Avenue
West 
Toronto, Ontario 
M4V 3A1 

Attention:        Alan
Friedman, President
Facsimile No.: (416) 250-6330 

Any notice delivered by the Optionee
pursuant to the terms of the Option shall not be effective until actually
received by the Corporation at the above address. Any notice to be delivered to
the Optionee shall be effective when delivered personally (effective at the time
of delivery), by facsimile transmission (effective one day after transmission)
or by postage prepaid mail to the last address of the Optionee on the records of
the Corporation (which shall be deemed effective the first Business Day after
mailing). 

5.10       Governing
Law


This Plan is created under and is to be
governed by and interpreted in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein. 

5.11       
Effective Date


This Plan will become effective as of
August 31, 2009 upon its adoption by resolution of the Board. 




EXHIBIT “A” 

OPTION AGREEMENT


	Optionee: 	  	 
	  	(Name) 	 
	  	  	 
	  	  	 
	 	 	 
	 	 	 
	  	  	 
	  	(Address) 	 
	 	 	 
	Grant: 	  	 
	  	Maximum Number of Shares 	 
	 	 	 
	Option Exercise Price: 	$ __________________________ per Share 	 




	Date of Grant: 	_________________________________________, 20
      ___
	 	 
	Expiry Date: 	_________________________________________, 20
      ___
	 	 
	Vesting Schedule: 	  




	Instalment 
	Date of Vesting 
(Milestone)
    	Number of Optioned 
Shares
      Vested 	Cumulative Number of 
Optioned
      Shares Vested 
	1 	 
    	 
    	 
    
	2 	 
    	 
    	 
    
	3 	 
    	 
    	 
    
	4 	 
    	 
    	 
    



This Option Agreement is made under and is subject in all
respects to the Stock Option Plan dated August 31, 2009 (as may be supplemented
and amended from time to time) (the “Plan”) of AMG Oil Ltd. (the
“Corporation”), and the Plan is deemed to be incorporated in and
to be part of this Option Agreement. The Optionee is deemed to have notice of
and to be bound by all of the terms and provisions of the Plan as if the Plan
was set forth in full herein (including the restrictions on transfer of the
Options and the Shares issuable upon exercise thereof). Without limiting the
foregoing, the Optionee acknowledges and agrees that it shall be a condition of
exercise of the Options that the Optionee must agree to be bound by the terms
and provisions of the Assumption Agreement and the Power of Attorney (as such
terms are defined in the Plan) and must first evidence such consent in writing
as set out in the Plan. In the event of any inconsistency between the terms of
this Option Agreement and the Plan, the terms of this Option Agreement shall
prevail. The Plan contains provisions respecting termination and/or voiding of
the Plan or the Option. 




A - 2-


This Option Agreement evidences that the Optionee named above
is entitled, subject to and in accordance with the Plan, to purchase up to but
not more than the maximum number of Shares set out above at the option Exercise
Price set out above upon delivery of an exercise form as annexed hereto duly
completed and accompanied by certified cheque or bank draft for the aggregate
Exercise Price. 

The Optionee hereby agrees that: (a) any rule, regulation or
determination, including the interpretation by the Board of the Plan, the Option
granted hereunder and the exercise thereof, is final and conclusive for all
purposes and binding on all Persons including the Corporation or Affiliated
Corporation, as the case may be, and the Optionee; and (b) the grant of the
Option does not affect in any way the right of the Corporation or any Affiliated
Corporation to terminate the employment of the Optionee. 

This Option Agreement has been made in and is to be construed
under and in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein. 

This Option Agreement is not effective until countersigned by
the Corporation and accepted by the Optionee. 

Dated:____________________________, 20____


	 	AMG OIL LTD. 
	 	 	  
	 	 	  
	 	 	  
	 	By: 	
	 	 	Name: 
	 	 	Title: 
	 	 	Authorized Signing Officer 


I have read the foregoing Option Agreement and hereby accept
the Option to purchase Shares in accordance with and subject to the terms and
conditions of such Option Agreement and the Plan. I understand that I may review
the complete Plan by contacting the Secretary of the Corporation. I agree to be
bound by the terms and conditions of the Plan governing the option. 

Accepted: _________________________, 20 ____


 

________________________________________
Signature of
Optionee





EXHIBIT “B”


NOTICE OF EXERCISE


To Exercise the Option, Complete and Return this Form

The undersigned Optionee (or his or her legal representative(s)
permitted under the Stock Option Plan dated August 31, 2009 (as the same may be
supplemented and amended from time to time) (the “Plan”) of AMG Oil Ltd.)
hereby irrevocably elects to exercise the Option for the number of Shares as set
forth below: 

	 	(a) 	Number of Options to be
      Exercised: 	__________________________________
	 	 	 	 
	 	(b) 	Option Exercise Price per Share:
    	$
      _________________________________
	 	 	 	 
	 	(c) 	Aggregate Purchase Price 	  
	 	 	 	 
	 	  	[ (a) multiplied by (b)
      ]: 	$
      _________________________________


and hereby tenders a certified cheque or bank draft for such
aggregate Exercise Price, and directs such Shares to be issued and registered in
the name of the undersigned and that a Deposit Receipt therefor be issued as
directed in the Plan, all subject to and in accordance with the Plan. Unless
otherwise defined herein, any capitalized terms used herein shall have the
meaning ascribed to such terms in the Plan. 

	Dated: ____________________________, 20 ____		  
	  	  	  
	  	) 	  
	  	) 	 
    
	  	) 	Name of Optionee 
	  	) 	  
	  	) 	  
	  	) 	 
    
	Witness to the Signature of: 	) 	Signature of Optionee 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 Address of Optionee	 	 



 




EXHIBIT “C” 
DEPOSIT RECEIPT


	Optionee: 	 	 
		Name 	 
	  	 	 
	 	 	 
	 	 	 
	 	 	 
	  	 	 
	  	 	 
		Address 	 


No. of
Shares         
______________________________________ (the “Shares”) 


This Deposit Receipt will confirm that the Optionee is the
registered owner of the Shares and that the Corporation is holding the share
certificate evidencing the Shares on behalf of the Optionee in accordance with
Section 4.8 of the Stock Option Plan dated August 31, 2009 (as the same may be
supplemented and amended from time to time) (the “Plan”) of AMG Oil Ltd.
(the “Corporation”). The Corporation hereby confirms that the Optionee is
entitled to receive any dividends or other distributions paid on the Shares.
Unless they are otherwise defined herein, any capitalized terms used herein
shall have the meaning ascribed to such terms in the Plan. 

This Deposit Receipt is not effective until countersigned on
behalf of the Corporation and accepted by the Optionee. This Deposit Receipt is
to serve only as confirmation of the registered ownership of the Shares and has
no legally binding effect. 

Dated: ______________________, 20 ____


	 	AMG OIL LTD. 
	 	 	  
	 	 	  
	 	 	  
	 	By: 	
	 	 	Name: 
	 	 	Title: 
	 	 	Authorized Signing Officer 


Accepted: ____________________, 20 ____


 

____________________________________
Signature of
Optionee





EXHIBIT “D”


NOTICE OF TRANSFER


To Request Permission to Transfer an Option, Complete and
Return This Form Along 
with the Original Option Agreement 

The undersigned Optionee (or his or her legal representative(s)
permitted under the Stock Option Plan dated August 31, 2009 (as the same may be
supplemented and amended from time to time) (the “Plan”) of AMG Oil
Ltd.) hereby irrevocably requests permission to transfer the Option
evidenced by the attached Option Agreement to the undersigned Person(s), each of
whom the Optionee hereby certifies is an Eligible Transferee in accordance with
Sections 4.5 and 4.10 of the Plan: 

	Direction as to Registration: 	  	 
		Name of Registered Holder(s) 	 
	  		 
	  	  	 
	  		 
	  	  	 
		Address of Registered Holder(s) 	 


 

The undersigned Optionee hereby directs such Option(s) to be
registered in the name(s) of such Eligible Transferee(s). Unless they are
otherwise defined herein, any defined terms used herein shall have the meaning
ascribed to such terms in the Plan. 

	Dated: ________________________________, 20 ____		  
	  	  	  
	  	  	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	 
    
	               
         Witness to the Signature of: 	) 	Name of Optionee 









EXHIBIT “E”


POWER OF ATTORNEY


          The
undersigned holder of common shares (the “Common Shares”) in the capital
of AMG Oil Ltd. (the “Corporation”) hereby irrevocably appoints the chief
executive officer of the Corporation (the “Attorney”), from time to
time, as the sole and exclusive attorney of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting, consent and
similar rights of the undersigned, in a manner consistent with all resolutions
passed, consents given or recommendations made by the board of directors of the
Corporation, with respect to all of the Common Shares that now are or hereafter
registered in the name of, and/or beneficially owned by, the undersigned, and
any and all other shares or securities of the Corporation issued or issuable on
or after the date hereof (collectively, the “Shares”) in accordance with
the terms of this Power of Attorney.

          Upon
the undersigned’s execution of this Power of Attorney, any and all prior powers
of attorney and proxies given by the undersigned with respect to any Shares are
hereby revoked and the undersigned agrees not to grant any subsequent powers of
attorney or proxies with respect to the Shares. This Power of Attorney may be
exercised during any subsequent legal incapacity on the undersigned’s part. 

          This
Power of Attorney is coupled with an interest and is granted pursuant to the
stock option plan of the Corporation dated August 31, 2009, as may be amended
from time to time (the “Stock Option Plan”), and is granted in
consideration of the Corporation issuing to the undersigned Common Shares upon
the exercise of previously granted stock options. 

          The
undersigned hereby agrees that the Attorney will have no liability or
responsibility whatsoever by reason of any loss or damage to the undersigned
arising out of or in consequence of any mistake or error of law or fact on any
matter or thing done or omitted to be done in connection with the exercise of
the rights granted hereunder. 

          Any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, successors and assigns of the undersigned. 

          This
Power of Attorney shall terminate, and be of no further force and effect, upon
the earlier of: (i) the undersigned ceasing to be a security holder of the
Corporation; and (ii) upon the Corporation becoming a Public Company (as such
term is defined in the Stock Option Plan). 


	DATED
      the                         
      day
      of                                       
      , 20      .	  	
	 	  	 
	SIGNED, SEALED and DELIVERED 	) 	 
	in the presence of: 	) 	 
	 	) 	 
	 	) 	 
	Witness 	) 	Signature of Shareholder




5582335.6