0001144204-05-033136 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 28th, 2005 • Apollo Gold Corp • Gold and silver ores • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2005 by and between Apollo Gold Corporation, a Yukon Territory corporation (the “Company”), as evidenced by the signatures of the Company and Jipangu Inc., a Japanese corporation (the “Subscriber”) pursuant to the Subscription Agreement dated as of October 17, 2005 (the “Subscription Agreement”) for up to 11,650,000 Common Shares (the “Shares”) of the Company and up to 2,000,000 common share purchase warrants (the “Warrants”) of the Company, each Warrant entitling the holder to acquire one common share (“Warrant Share”) of the Company as set forth in the Subscription Agreement. In order to induce the Subscriber under the Subscription Agreement to enter into the Subscription Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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APOLLO GOLD CORPORATION SUBSCRIPTION AGREEMENT for UNITS INSTRUCTIONS
Subscription Agreement • October 28th, 2005 • Apollo Gold Corp • Gold and silver ores • Ontario
STOCK PURCHASE AGREEMENT among Jipangu Inc., Jipangu International Inc., Apollo Gold, Inc. and Apollo Gold Corporation made as of October 17, 2005
Stock Purchase Agreement • October 28th, 2005 • Apollo Gold Corp • Gold and silver ores • Delaware
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