0001199073-13-000203 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

Dundee Securities Corporation ("Dundee"), Canaccord Capital Corporation, Clarus Securities Inc., Paradigm Capital Inc. and Wellington West Capital Markets Inc. (each, an "Underwriter", and together, the "Underwriters") hereby severally, in respect of the percentages set forth in section 7.1 of this Agreement, and not jointly, offer to purchase from Keegan Resources Inc. (the "Corporation") upon and subject to the terms hereof, an aggregate of 7,000,000 common shares of the Corporation (each a "Share") at a price of $2.40 per Share (the "Offering Price").

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Contract
Personal and Confidential; Consulting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
Contract
Confidential Consulting Agreement • February 21st, 2013 • Keegan Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
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