AGREEMENTSubscription Agreement • February 3rd, 2011 • Adira Energy Ltd. • Oil & gas field exploration services • Ontario
THIS AGREEMENT ("Agreement"), dated as of November 26, 2010, is entered into by and between Adira Energy Ltd., a corporation governed by the federal laws of Canada (the "Company") and BRM Group Ltd. ("BRM").
Re: Letter of Intent for Israeli Petroleum InterestsLetter of Intent • February 3rd, 2011 • Adira Energy Ltd. • Oil & gas field exploration services
Further to our discussions, this letter (the "Letter of Intent") sets forth the understanding between Brownstone Ventures Inc. (“Brownstone”) and Adira Energy Corp. ("Adira”) with respect to the proposed Farm-in by Brownstone on Adira's interest in offshore Israeli oil and gas exploration and development blocks, as and when such blocks are awarded to Adira (each a "Block" and collectively the "Blocks"), and to further participation by Brownstone in Adira's future offshore projects for a three year period commencing on 15 July 2009) (“Agreed Term”). Brownstone and Adira are each referred to herein individually as "Party" and collectively as the "Parties". The Parties intend this Letter of Intent to record their primary intentions with respect to the contemplated transaction (the "Transaction") and permits them to expeditiously move forward with the negotiation and execution of a mutually acceptable Farm-in agreement. Except for the provisions related to good faith negotiations, exclusiv
ADIRA ENERGY LTD. - AND - DS APEX MERGERS & ACQUISITIONS LTD. - AND - COMPUTERSHARE TRUST COMPANY OF CANADA ________________________________________ SUBSCRIPTION RECEIPT AGREEMENT ________________________________________ Providing for the Issue of...Subscription Receipt Agreement • February 3rd, 2011 • Adira Energy Ltd. • Oil & gas field exploration services • Ontario
WHEREAS the Company proposes to issue and sell 27,500,000 Subscription Receipts each representing the right to acquire one Common Share and one-half of one Common Share Purchase Warrant in the manner herein set forth;
AGENCY AGREEMENTAgency Agreement • February 3rd, 2011 • Adira Energy Ltd. • Oil & gas field exploration services • Ontario
DS Apex Mergers & Acquisitions Ltd. (the “Agent”) understands that Adira Energy Ltd. ( the “Company” or “Corporation”) and Adira Energy Israel Ltd (“Adira Israel”) propose to issue and sell a minimum of $4,000,000 USD to a maximum of $11,000,000 USD worth of subscription receipts of the Company (the “Subscription Receipts”) on a brokered basis through the Agent, and directly on a non-brokered basis, at the price of $0.40 USD per Subscription Receipt (the “Offering”). Each Subscription Receipt shall be:
ContractFarm-in Agreement • February 3rd, 2011 • Adira Energy Ltd. • Oil & gas field exploration services
Summary of Agreement between Adira Energy Israel Ltd. ("Adira") Modiin Energy Limited Partnership (“MELP”) and Modiin Energy General Partners (“MEGP”) (collectively “Modiin”)
