0001157523-09-004358 Sample Contracts

DEALER MANAGER AGREEMENT KEATING CAPITAL, INC. Up to $100,000,000 in Shares of Common Stock, $0.001 par value per share June 4, 2009
Dealer Manager Agreement • June 5th, 2009 • Keating Capital Inc • Colorado

Keating Capital, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $100,000,000 in shares of its common stock, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Selected Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased or other special circumstances). Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 2.1 below.

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FORM OF INDEMNIFICATION AGREEMENT] INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 5th, 2009 • Keating Capital Inc • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of __________, 2009, by and between Keating Capital, Inc., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).

ESCROW AGREEMENT
Escrow Agreement • June 5th, 2009 • Keating Capital Inc • Missouri
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