Common use of Global Subscription Receipt Clause in Contracts

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to exist, Subscription Receipts will be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and procedures. The Company shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Company may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (e) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (f) If the Company or CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, and the Company is unable to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receipts, CDS shall surrender the Global Subscription Receipt to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company shall issue, and the Subscription Receipt Agent shall certify and deliver, the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to existis terminated, Subscription Receipts Receipt Certificates will only be issued to certain Receiptholders in the form of a one or more Global Subscription Receipt Certificatecertificates, which will be registered in the name of and deposited with CDS or its nominee. Subscription Receipt Certificates sold pursuant to Rule 144A under the 1933 Act will be represented by separate Global Subscription Receipt certificates issued under a CUSIP number dedicated to such Rule 144A Subscription Receipts Certificates. Such Rule 144A Global Subscription Receipt Certificates shall be issued in compliance with Section 2.15 of this Agreement and substantially in the form set forth in Schedule 2.15(a). (b) Unless the Book-Entry Only System is terminated or required to do so by applicable law, owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt Receipts will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and proceduresprocedures which rules and procedures reflect the restrictions on transfers set forth in Section 2.15. The Company Neither the Corporation, nor the Underwriters nor the Subscription Receipt Agent shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are represented by Global Subscription Receipt Certificates held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts represented by Global Subscription Receipt Certificates are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Company Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ed) For so long as Subscription Receipts represented by Global Subscription Receipt Certificates are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (fe) If the Company CDS resigns or CDS advises is removed from its responsibility as depository and the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, and the Company is unable or does not wish to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receiptssuccessor, CDS shall surrender the Global Subscription Receipt Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Corporation shall issue, issue and the Subscription Receipt Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to existis terminated, Subscription Receipts Receipt Certificates other than those issued in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the 0000 Xxx) will only be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificatecertificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Unless the Book-Entry Only System is terminated or required to do so by applicable law, owners of the beneficial interests in the Subscription Receipts other than those issued in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the 0000 Xxx) shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Escrow Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and procedures. The Company Trust shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Escrow Agent and the Company Trust may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ed) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Escrow Agent will give such notices and communications to CDS. (fe) If the Company CDS resigns or CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, is removed from its responsibility as depository and the Company Escrow Agent is unable or does not wish to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receiptssuccessor, CDS shall surrender the Global Subscription Receipt to the Subscription Receipt Escrow Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Trust shall issue, issue and the Subscription Receipt Escrow Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to existis terminated, Subscription Receipts Receipt Certificates will only be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificatecertificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Unless the Book-Entry Only System is terminated, owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Escrow Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and procedures. The Company Corporation shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon on instruction from the CDS participants in accordance with its CDS’s rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Escrow Agent and the Company Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ed) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Escrow Agent will give such notices and communications to CDS. (fe) If the Company CDS resigns or CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, is removed from its responsibility as depository and the Company Escrow Agent is unable or does not wish to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receiptssuccessor, CDS shall surrender the Global Subscription Receipt to the Subscription Receipt Escrow Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Corporation shall issue, issue and the Subscription Receipt Escrow Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to existis terminated, Subscription Receipts Receipt Certificates will only be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificatecertificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Unless the Book-Entry Only System is terminated or required to be terminated by applicable law, owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Escrow Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ ' rules and procedures. The Company Trust shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Escrow Agent and the Company Trust may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ed) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Escrow Agent will give such notices and communications to CDS. (fe) If the Company CDS resigns or CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, is removed from its responsibility as depository and the Company Escrow Agent is unable or does not wish to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receiptssuccessor, CDS shall surrender the Global Subscription Receipt to the Subscription Receipt Escrow Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Trust shall issue, issue and the Subscription Receipt Escrow Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to exist, ‌ Global Subscription Receipts will be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Beneficial interests . All Subscription Receipts issued to CDS may be in either certificated or uncertificated form, such uncertificated form being evidenced by a book position on the Global register of Receiptholders to be maintained by the Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur Agent in accordance with CDS’ rules and proceduresSection 2.5. The Company shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issuedrepresenting the certificated Subscription Receipts shall be substantially in the form set out or referred to in Schedules A and B with, subject‌ to the provisions of this Agreement, such additions, variations or omissions as well may from time to time be agreed upon between the Corporation and the Subscription Receipt Agent, shall be numbered in such manner as all certificates issued in exchange for or in substitution the Corporation, with the approval of the Subscription Receipt CertificatesAgent, may prescribe and shall contain such legends as the Corporation may prescribe. All Subscription Receipt Certificates shall, save as to denomination, be of like tenor and effect. The Subscription Receipt Certificates may be typewritten, photocopied, engraved, printed, lithographed, or partly in one form and partly in another, as the Corporation may determine. A Subscription Receipt Certificate, certificated or uncertificated, in the form of a global subscription receipt certificate (“Global Subscription Receipts”), shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA PETRO VIKING ENERGY LTDINC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, Owners of the beneficial interests in the opinion of CounselGlobal Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, either of such legends are no longer necessary shall not receive or advisable be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or Receiptholders thereof under applicable Securities Lawsthis Agreement or any supplemental agreement except (i) in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, or (ii) in circumstances where the holder Subscription Receipt is to be authenticated to or for the account or benefit of a U.S. Receiptholder. Beneficial interests in Subscription Receipts represented by the Global Subscription Receipts will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS Participants shall occur in accordance with CDS' rules and procedures and in accordance with Section 2.13(d). Neither the Corporation nor the Subscription Receipt Agent shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) Subscription Receipts using duly executed proxies. All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders Receiptholders acting through CDS and the CDS participants Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants Participants and shall be limited to those established by law and agreements between such holders Receiptholders and CDS and and/or the CDS participants Participants or upon instructions from the CDS participantsParticipants. Each of the Subscription Receipt Agent and the Company Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (e) . For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (f) . If CDS resigns or is removed from its responsibility as depository, the Company or Corporation shall direct CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, and the Company is unable to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receipts, CDS shall surrender the Global Subscription Receipt Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Corporation shall issue, issue and the Subscription Receipt Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless Except for the U.S. Certificates, unless the Book-Entry Only System ceases to existis terminated, Subscription Receipts Receipt Certificates will only be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificatecertificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Except for the U.S. Certificates, unless the Book-Entry Only System is terminated or required to do so by applicable law, owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Escrow Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and procedures. The Company Trust shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Escrow Agent and the Company Trust may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ed) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Escrow Agent will give such notices and communications to CDS. (fe) If the Company CDS resigns or CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, is removed from its responsibility as depository and the Company Escrow Agent is unable or does not wish to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receiptssuccessor, CDS shall surrender the Global Subscription Receipt to the Subscription Receipt Escrow Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Trust shall issue, issue and the Subscription Receipt Escrow Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to exist, The Subscription Receipts will may be issued to certain Receiptholders in the form of a one or more Global Subscription Receipt Certificatecertificates, which will be registered in the name of and deposited with CDS or its nomineenominee and held by, or on behalf of, CDS, as depositary of the Subscription Receipt Certificates for the participants of CDS, which Global Subscription Receipt certificates shall bear the CDS legend included on the form of Subscription Receipt Certificate appended hereto as Schedule “C”. (b) Registration of ownership and transfers of Subscription Receipts represented by Global Subscription Receipt certificates may be effected only through the Book-Based System. (c) Unless the Book-Based System is terminated or required to do so by applicable law, owners of the beneficial interests in the Subscription Receipts represented by Global Subscription Receipt certificates shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipt Receipts will be represented only through the Book-Entry Only Based System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and proceduresprocedures which rules and procedures reflect the restrictions on transfers set forth in Section 2.16. The Company Neither the Corporation, nor the Underwriters nor the Subscription Receipt Agent shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (cd) Subject to Section 2.15(a) above and Section 2.15(g) below, a Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange Certificate that is not a Global Subscription Receipt may be surrendered at CDS for or in substitution of cancellation by the Subscription Receipt CertificatesAgent and the registration of new beneficial interest in such Subscription Receipts may be represented by a Global Subscription Receipt, which shall bear be increased by the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion number of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legendSubscription Receipts surrendered. (de) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are represented by Global Subscription Receipt certificates held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are represented by Global Subscription Receipt certificates held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Company Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ef) For so long as Subscription Receipts represented by Global Subscription Receipt certificates are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (fg) If the Company CDS resigns or CDS advises is removed from its responsibility as depository and the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, and the Company is unable or does not wish to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receiptssuccessor, CDS shall surrender the Global Subscription Receipt Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Corporation shall issue, issue and the Subscription Receipt Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases Subject to exist, Section 2.15(b): (i) Subscription Receipts Receipt Certificates will only be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificatecertificate, which will be registered in the name of and deposited with CDS or its nominee.; (bii) Beneficial owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement; (iii) beneficial interests in the Global Subscription Receipt will be represented only through the Book-Entry Only System. Transfers ; (iv) transfers of Subscription Receipts between CDS participants Book-Entry Participants shall occur in accordance with CDS’ rules and procedures. The Company shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies.; (cv) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon on instruction from the CDS participants Book-Entry Participants in accordance with its CDS’ rules and procedures. For the purposes ; (vi) in respect of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may shall be given by holders Beneficial Holders acting through CDS and the CDS participants Book-Entry Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The ; (vii) the rights of a Subscription Receiptholder Beneficial Holder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants Book-Entry Participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants Book-Entry Participants upon instructions from the CDS participants. Each Book-Entry Participants; (viii) each of the Subscription Receipt Agent and the Company Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders Beneficial Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.; (eix) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription ReceiptholdersBeneficial Holders, the Subscription Receipt Agent will give such notices and communications to CDS.; provided that: (fx) If neither the Company or CDS advises Corporation nor the Subscription Receipt Agent that nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS will discontinue on account of the eligibility beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and (xi) nothing herein shall prevent Beneficial Holders from voting such Subscription ReceiptsReceipts using duly executed proxies in accordance with the requirements of CDS and of applicable laws. (b) In the event that: (i) CDS resigns, with is removed from its responsibility as depository, or without cause, and the Company is unable to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary depository and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in Receipt Agent is unable or does not wish to locate a qualified successor; (ii) the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of is terminated; or (iii) the Corporation so instructs the Subscription Receipts, Receipt Agent in writing; CDS shall surrender the each Global Subscription Receipt to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Corporation shall issue, issue and the Subscription Receipt Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts, the whole in accordance with the provisions of Section 2.14, mutatis mutandis.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to exist, Global Subscription Receipts will be issued to certain Receiptholders in the form of a Global Subscription Receipt Certificate, which will be registered in the name of and deposited with CDS or its nominee. (b) Beneficial All Subscription Receipts issued to CDS may be in either certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Receiptholders to be maintained by the Subscription Receipt Agent in accordance with Section 2.6. (c) The Subscription Receipt Certificates representing the certificated Subscription Receipts shall be substantially in the form set out or referred to in Schedule A or Schedule B, as applicable with, subject to the provisions of this Agreement, such additions, variations or omissions as may from time to time be agreed upon between the Corporation and the Subscription Receipt Agent, shall be numbered in such manner as the Corporation, with the approval of the Subscription Receipt Agent, may prescribe and shall contain such legends as the Corporation may prescribe. All Subscription Receipt Certificates shall, save as to denomination, be of like tenor and effect. The Subscription Receipt Certificates may be typewritten, photocopied, engraved, printed, lithographed, or partly in one form and partly in another, as the Corporation may determine. A Subscription Receipt Certificate, certificated or uncertificated, in the form of a global subscription receipt certificate ("Global Subscription Receipts"), shall bear the following legends: "Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. ("CDS") to Abba Medix Group Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate." (d) Owners of the beneficial interests in the Global Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in Subscription Receipts represented by the Global Subscription Receipts will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants Participants shall occur in accordance with CDS’ ' rules and procedures. The Company Neither the Corporation nor the Subscription Receipt Agent shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (de) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants Participants and shall be limited to those established by law and agreements between such holders and CDS and and/or the CDS participants Participants or upon instructions from the CDS participantsParticipants. Each of the Subscription Receipt Agent and the Company Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ef) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (fg) If CDS resigns or is removed from its responsibility as depository, the Company or Corporation shall direct CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility of Subscription Receipts, with or without cause, and the Company is unable to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal of Subscription Receipts, CDS shall surrender the Global Subscription Receipt Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Company Corporation shall issue, issue and the Subscription Receipt Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts.

Global Subscription Receipt. (a) Unless the Book-Entry Only System ceases to existis terminated, Subscription Receipts Receipt Certificates will only be issued to certain Receiptholders in the form of a one or more global subscription receipt certificates (the "Global Subscription Receipt Certificate, Receipts") which will be registered in the name of and deposited with CDS or its nominee. (b) Upon the termination of the Book-Entry Only System, owners of beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where (i) required under applicable law, (ii) the Book-Entry Only System ceases to exist, (iii) Zarlink determines, at its option, to terminate the Book-Entry Only System, and (iv) Zarlink or CDS advises the Subscription Receipt Agent that CDS is no longer willing or able to properly discharge its responsibilities as depository with respect to the Subscription Receipts and Zarlink is unable to locate a qualified successor. Beneficial interests in the Global Subscription Receipt Receipts will be represented only through the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ ' applicable rules and procedures. The Company Neither Zarlink nor the Subscription Receipt Agent shall not have any responsibility or liability for any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (c) Subscription Receipt Certificates originally issued, as well as all certificates issued in exchange for or in substitution of the Subscription Receipt Certificates, shall bear the following legends: “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 NOVEMBER 22, 2010. UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ADIRA ENERGY LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” provided that if, at any time, in the opinion of Counsel, either of such legends are no longer necessary or advisable under applicable Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of Counsel satisfactory to the Company) to the effect that such legend are not required, such legended certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend. (d) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Subscription Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and and/or the CDS participants or upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Company Zarlink may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Subscription Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (ed) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (fe) If Upon the Company or CDS advises the Subscription Receipt Agent that CDS will discontinue the eligibility termination of Subscription Receipts, with or without cause, and the Company is unable to locate a qualified successor depositary, CDS ceases to be a recognized clearing agency under applicable Securities Laws or otherwise ceases to be eligible to be a depositary and a successor depositary is not appointed, or the Company gives notice to CDS that it is unwilling or unable to continue to have CDS hold the Subscription Receipts in the Book-Entry Only System or that it desires or has processed an entitlement requiring a withdrawal on the occurrence of one of the conditions specified in Subsection 2.15(b) with respect to the Subscription Receipts, CDS shall surrender the Global Subscription Receipt to the Subscription Receipt Agent with instructions for registration shall notify all applicable owners of beneficial interests in the Subscription Receipts in (through CDS if available) of the name and in the amount specified availability of definitive Subscription Receipt Certificates. Upon surrender by CDS of the certificate(s) representing the Global Subscription Receipts and the Company receipt of new registration instructions from CDS, Zarlink shall issue, issue and the Subscription Receipt Agent shall certify and deliver, deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing to the holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Subscription ReceiptsReceipts will be governed by the remaining Sections of this Agreement.