AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED JUNE 1, 2005
Exhibit
4.1
AMENDMENT
NO. 1
TO
DATED
JUNE 1, 2005
THIS
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED JUNE 1, 2005 (this
“First
Amendment”)
is
dated January 25, 2006, with an effective date of July 15, 2005, and amends
the
Registration Rights Agreement dated June 1, 2005 (the “Rights
Agreement”)
by and
between Apollo Gold Corporation, a Yukon Territory corporation (the
“Company”)
and
Jipangu Inc., a Japanese corporation (the “Subscriber”).
WHEREAS,
the parties hereto wish to amend the Rights Agreement in accordance with Section
8.(b) of the Rights Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and for other good and valuable consideration the receipt and sufficiency
of which the parties expressly acknowledge, the parties agree as
follows.
1. Amendment
to Section 2.(a).
Section
2.(a) shall be amended by deleting Section 2(a) in its entirety and replacing
it
with the following:
(a)
The
Company shall prepare and file or cause to be prepared and filed with the SEC
no
later than February 15, 2006 (the “Filing
Deadline Date”)
a
Registration Statement (the “Initial
Resale Registration Statement”)
registering the resale from time to time by Holders of all of the Registrable
Securities (a “Resale
Registration Statement”).
The
Initial Resale Registration Statement shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by such Holders in accordance with the methods of distribution set forth
in the Initial Resale Registration Statement. The Company shall use its
commercially reasonable efforts to cause the Initial Resale Registration
Statement to be declared effective under the Securities Act no later than the
date (the “Effectiveness
Deadline Date”)
that
is forty-five (45) days (or, in the case of a full review by the SEC, one
hundred and twenty (120) days) after the Filing Deadline Date, and to keep,
subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement
(or
any Subsequent Resale Registration Statement) continuously effective under
the
Securities Act until the expiration of the Effectiveness Period. Each Holder
that became a Notice Holder on or prior to the date ten (10) Business Days
prior
to the time that the Initial Resale Registration Statement became effective
shall be named as a selling security holder in the Initial Resale Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of Registrable Securities in accordance
with applicable law (other than laws not generally applicable to all such
Holders). Notwithstanding the foregoing, no Holder shall be entitled to have
the
Registrable Securities held by it covered by such Resale Registration Statement
unless such Holder has provided a Notice and Questionnaire in accordance with
and in compliance with Section 4. The Company may permit any of its
security holders to include any of the Company’s securities in the Initial
Resale Registration Statement or any Subsequent Resale Registration
Statement.
2. Miscellaneous.
2.1 The
terms
and provisions of the Rights Agreement shall remain in full force and effect
except as specifically modified by this First Amendment.
2.2 This
First Amendment may be executed and delivered by facsimile in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which, when taken
together, shall constitute one and the same agreement.
2.3 The
First
Amendment and the Rights Agreement (including schedules and exhibits hereto
and
thereto) sets forth the entire understanding of the parties relating to the
subject matter hereof and thereof and supersede all prior agreements and
understandings among or between any of the parties relating to the subject
matter hereof. This First Amendment may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of the parties hereto.
2.4 This
First Amendment shall be governed by and construed in accordance with the laws
of the State of Colorado.
2.5 Each
party shall execute and deliver such further documents and instruments and
shall
take such other further actions as may be required to carry out the intent
and
purposes of this First Amendment.
[Signature
Page to Follow]
IN
WITNESS WHEREOF
the
parties hereto have duly executed this Amendment No. 1 To Registration Rights
Agreement dated June 1, 2005.
JIPANGU
INC.
By:
/s/ Tamisuke Matsufuji
Name:
Tamisuke Matsufuji
Office:
President and CEO
APOLLO
GOLD CORPORATION
By:
/s/ R. Xxxxx Xxxxxxx
Name:
R.
Xxxxx Xxxxxxx
Office:
President and CEO
