AGENCY AGREEMENTAgency Agreement • July 25th, 2012 • Ontario
Contract Type FiledJuly 25th, 2012 JurisdictionGMP Securities L.P., Cormark Securities Inc. and Dundee Securities Ltd. (collectively, the “Co-Lead Agents”) and Clarus Securities Inc. and FirstEnergy Capital Corp. (together with the Co-Lead Agents, the “Agents”) understand that Adira Energy Ltd. (the “Company”) intends to issue and sell (the “Offering”), a minimum of 71,428,571 units of the Company (the “Units”) at a price of $0.14 per Unit (the “Offering Price”) for aggregate gross proceeds of $10,000,000 (the “Minimum Offering”) and a maximum of up to 107,142,857 Units at the Offering Price per Unit for aggregate gross proceeds of up to