DEALER MANAGER AGREEMENTDealer Manager Agreement • October 14th, 2014 • WesternZagros Resources Ltd. • Crude petroleum & natural gas • Alberta
We also understand that the Corporation has entered into an equity backstop agreement with Crest Energy International LLC (“Crest”) dated as of August 14, 2014 (the “Equity Backstop Agreement”) pursuant to which Crest has agreed, subject to certain terms and conditions, to: (a) exercise its Basic Subscription Right and Additional Subscription Privilege, if applicable, under the Rights Offering (as defined herein) and acquire Common Shares (the “Equity Backstop Common Shares”) to the maximum extent possible provided that such exercise permits Crest to maintain its level of ownership of Common Shares and will not result in Crest owning more than 19.9% of the outstanding Common Shares following such purchase; and (b) purchase at the Subscription Price that number of non-voting, Class A Preferred Shares, Series 1 of the Corporation (the “Equity Backstop Preferred Shares” and, together with the Equity Backstop Common Shares, the “Equity Backstop Shares”), via a private placement (the “Priva
