ContractSecurity Agreement • March 1st, 2010 • Apollo Gold Corp • Gold and silver ores • Ontario
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF A
THIRD AMENDING AGREEMENTThird Amending Agreement • March 1st, 2010 • Apollo Gold Corp • Gold and silver ores • Ontario
Third amending agreement (the "Third Amending Agreement") dated February 26, 2010 between RAB Special Situations (Master) Fund Limited ("RAB") and Apollo Gold Corporation ("Apollo").
SECOND AMENDING AGREEMENTSecond Amending Agreement • March 1st, 2010 • Apollo Gold Corp • Gold and silver ores • Ontario
Second amending agreement (the "Second Amending Agreement") dated February 23, 2010 between RAB Special Situations (Master) Fund Limited ("RAB") and Apollo Gold Corporation ("Apollo").
