0001144204-06-002837 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED JUNE 1, 2005
Registration Rights Agreement • January 26th, 2006 • Apollo Gold Corp • Gold and silver ores • Colorado

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”).

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 17, 2005
Registration Rights Agreement • January 26th, 2006 • Apollo Gold Corp • Gold and silver ores • Colorado

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 17, 2005 (this “First Amendment”) is dated January 25, 2006, with an effective date of December 31, 2005, and amends the Registration Rights Agreement dated October 17, 2005 by and between Apollo Gold Corporation, a Yukon Territory corporation (the “Company”) and Jipangu Inc., a Japanese corporation (the “Subscriber”).

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