**EXHIBIT 4.2****REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as ofJune 1, 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 Japanesecorporation (the “Subscriber”) pursuant to the Subscription Agreement dated as of June 1,2005 (the “Subscription Agreement”) for 10,000,000 common shares of the Company (the“Shares”). In order to induce the Subscriber under the Subscription Agreement to enterinto the Subscription Agreement, the Company has agreed to provide the registration rights setforth in this Agreement.     The Company agrees with the Subscriber, (i) for its benefit as Subscriber and (ii) for thebenefit of the beneficial owners (including the Subscriber) from time to time of the Shares, and(iii) for the benefit of the beneficial owners from time to time of the Registrable Securities (asdefined herein) issuable pursuant to the Subscription Agreement (each of the foregoing a“Holder” and together the “Holders”), as follows:     SECTION 1. Definitions. Capitalized terms used herein without definition shall havetheir respective meanings set forth in the Subscription Agreement. In addition to the terms thatare defined elsewhere in this Agreement, the following terms shall have the following meanings:     “Additional Amount” means any security issued with respect thereto upon any stockdividend, split, merger or similar event, for each Registrable Security owned by the Holder.     “Affiliate”, with respect to any specified person, has the meaning specified in Rule144.     “Common Shares” means the Company’s common shares, no par value.     “Company” has the meaning specified in the first paragraph of this Agreement.     “Deferral Notice” has the meaning specified in Section 3(d) hereof.     “Deferral Period” has the meaning specified in Section 3(d) hereof.     “Effectiveness Deadline Date” has the meaning specified in Section 2(a) hereof.     “Effectiveness Period” means the period commencing on the Issue Date and ending two(2) years from the Issue Date or such date that all Registrable Securities have ceased to beRegistrable Securities.     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended,and the rules and regulations of the SEC promulgated thereunder.
 

 
     “Filing Deadline Date” has the meaning specified in Section 2(a) hereof.     “Holder” has the meaning specified in the second paragraph of this Agreement.     “Initial Resale Registration Statement” has the meaning specified in Section 2(a)hereof.     “Issue Date” means June 3, 2005.     Material Event” has the meaning specified in Section 3(d) hereof.     “Notice and Questionnaire” means a written notice delivered to the Company containingsubstantially the information called for by the Selling Securityholder Notice and Questionnaireattached as Annex A to this Agreement.     “Notice Holder” means on any date, any Holder that has delivered a Notice andQuestionnaire to the Company on or prior to such date.     “Prospectus” means the prospectus included in any Registration Statement (including,without limitation, a prospectus that discloses information previously omitted from a prospectusfiled as part of an effective registration statement in reliance upon Rule 415 promulgated underthe Securities Act), as amended or supplemented by any amendment or prospectus supplement,including post-effective amendments, and all materials incorporated by reference or explicitlydeemed to be incorporated by reference in such Prospectus.     “Registrable Securities” means the Common Shares and any security issued with respectthereto upon any stock dividend, split, merger or similar event until, in the case of any suchsecurity, the earlier of (i) the sale pursuant to Rule 144 under the Securities Act or a shelfregistration statement of all the Registrable Securities or (ii) the expiration of the holdingperiod applicable thereto under Rule 144(k) for all Registrable Securities were such securities notheld by an Affiliate of the Company.     “Registration Statement” means any registration statement of the Company that coversany of the Registrable Securities pursuant to the provisions of this Agreement, including theProspectus, amendments and supplements to such registration statement, including post-effectiveamendments, all exhibits, and all materials incorporated by reference or explicitly deemed to beincorporated by reference in such registration statement.     “Resale Registration Statement” has the meaning specified in Section 2(a) hereof.     “Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended fromtime to time, or any similar or successor rule or regulation hereafter adopted by the SEC havingsubstantially the same effect as such Rule.
 

 
     “SEC” means the United States Securities and Exchange Commission and any successoragency.     “Securities Act” means the United States Securities Act of 1933, as amended, and therules and regulations promulgated by the SEC thereunder.     “Subscriber” means the Subscriber to the Subscription Agreement.     “Subsequent Resale Registration Statement” has the meaning specified in Section 2(b)hereof.     SECTION 2. Resale Registration.     (a) The Company shall prepare and file or cause to be prepared and filed with the SEC no laterthan a date which is forty-five (45) days after the Issue Date (the “Filing Deadline Date”)a Registration Statement (the “Initial Resale Registration Statement”) registering theresale from time to time by Holders of all of the Registrable Securities (a “ResaleRegistration Statement”). The Initial Resale Registration Statement shall be on Form S-3 oranother appropriate form permitting registration of such Registrable Securities for resale by suchHolders in accordance with the methods of distribution set forth in the Initial Resale RegistrationStatement. The Company shall use its commercially reasonable efforts to cause the Initial ResaleRegistration Statement to be declared effective under the Securities Act no later than the date(the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a fullreview by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject toSection 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent ResaleRegistration Statement) continuously effective under the Securities Act until the expiration of theEffectiveness 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 effectiveshall be named as a selling security holder in the Initial Resale Registration Statement and therelated Prospectus in such a manner as to permit such Holder to deliver such Prospectus topurchasers of Registrable Securities in accordance with applicable law (other than laws notgenerally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall beentitled to have the Registrable Securities held by it covered by such Resale RegistrationStatement unless such Holder has provided a Notice and Questionnaire in accordance with and incompliance with Section 4. The Company may permit any of its security holders to include any ofthe Company’s securities in the Initial Resale Registration Statement or any Subsequent ResaleRegistration Statement.     (b) If the Initial Resale Registration Statement or any Subsequent Resale RegistrationStatement ceases to be effective for any reason at any time during the Effectiveness Period, theCompany shall use its commercially reasonable efforts to obtain the prompt withdrawal of any ordersuspending the effectiveness thereof, and in any event shall within thirty (30) days of suchcessation of effectiveness amend the Resale Registration Statement in a manner reasonably expectedby the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or filean additional Resale Registration Statement covering all of the securities that as of the date ofsuch filing are Registrable
 

 
Securities (a “Subsequent Resale Registration Statement”). If a Subsequent ResaleRegistration Statement is filed, the Company shall use commercially reasonable efforts to cause theSubsequent Resale Registration Statement to become effective as promptly as is reasonablypracticable after such filing or, if filed during a Deferral Period, after the expiration of suchDeferral Period, and to keep such Registration Statement (or Subsequent Resale RegistrationStatement), subject to Section 3(d)(A) hereof, continuously effective until the end of theEffectiveness Period.     (c) The Company shall supplement and amend the Initial or any Subsequent Resale RegistrationStatement if required by the rules, regulations or instructions applicable to the registration formused by the Company for such Resale Registration Statement, if required by the Securities Act.     (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sellRegistrable Securities pursuant to a Resale Registration Statement and related Prospectus, it willdo so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder ofRegistrable Securities wishing to sell Registrable Securities pursuant to the Initial or anySubsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice andQuestionnaire to the Company at least five (5) business days prior to any intended distribution ofRegistrable Securities under the Resale Registration Statement. From and after the date theInitial Resale Registration Statement is declared effective, the Company shall, as promptly as isreasonably practicable after the date a fully completed and legible Notice and Questionnaire isreceived by the Company, (i) if required by applicable law, file with the SEC a post-effectiveamendment to the Resale Registration Statement or prepare and, if required by applicable law, filea supplement to the related Prospectus or a supplement or amendment to any document incorporatedtherein by reference or file any other document required by the SEC so that the Holder deliveringsuch Notice and Questionnaire is named as a selling security holder in the Resale RegistrationStatement and the related Prospectus in such a manner as to permit such Holder to deliver suchProspectus to purchasers of the Registrable Securities in accordance with applicable law (otherthan laws not generally applicable to all Holders of Registrable Securities wishing to sellRegistrable Securities pursuant to the Resale Registration Statement and related Prospectus) andusing the manner of sale specified in the Notice and Questionnaire, and, if the Company shall filea post-effective amendment to the Resale Registration Statement, use commercially reasonableefforts to cause such post-effective amendment to be declared effective under the Securities Act aspromptly as is reasonably practicable; (ii) provide such Holder copies of any documents filedpursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicableafter the effectiveness under the Securities Act of any post-effective amendment filed pursuant toSection 2(d)(i); provided, that if such Notice and Questionnaire is delivered during aDeferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaireand shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of theDeferral Period in accordance with Section 3(d), provided, further, that if underapplicable law the Company has more than one option as to the type or manner of making any suchfiling, the Company will make the required filing or filings in the manner or of a type that isreasonably expected to result in the earliest availability of the Prospectus for effecting resalesof Registrable Securities. Notwithstanding anything contained herein to the contrary, the Companyshall be under no
 

 
obligation to name any Holder that is not a Notice Holder as a selling security holder in anyRegistration Statement or related Prospectus; provided, however, that any Holderthat becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement(whether or not such Holder was a Notice Holder at the time the Registration Statement wasinitially declared effective) shall be named as a selling security holder in the RegistrationStatement or related Prospectus subject to and in accordance with the requirements of this Section2(d).     SECTION 3. Registration Procedures. In connection with the registration obligationsof the Company under Section 2 hereof, the Company shall:     (a) Prepare and file with the SEC such amendments and post-effective amendments to eachRegistration Statement as may be necessary to keep such Registration Statement continuouslyeffective for the applicable period specified in Section 2(a); cause the related Prospectus to besupplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant toRule 424 (or any similar provisions then in force) under the Securities Act; and use commerciallyreasonable efforts to comply with the provisions of the Securities Act applicable to it withrespect to the disposition of all securities covered by such Registration Statement during theEffectiveness Period in accordance with the intended methods of disposition by the sellers thereofset forth in such Registration Statement as so amended or such Prospectus as so supplemented.     (b) Submit to the SEC, within two (2) Business Days after the Company learns that no review ofa particular Registration Statement will be made by the staff of the SEC or that the staff has nofurther comments on a particular Registration Statement, as the case may be, a request foracceleration of effectiveness of such Registration Statement to a time and date not later than 48hours after the submission of such request.     (c) Use commercially reasonable efforts to obtain the withdrawal of any order suspending theeffectiveness of a Registration Statement or the lifting of any suspension of the qualification (orexemption from qualification) of any of the Registrable Securities for sale in any jurisdiction inwhich they have been qualified for sale, in either case at the earliest possible moment or, if anysuch order or suspension is made effective during any Deferral Period, at the earliest possiblemoment after the expiration of such Deferral Period.     (d) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of theResale Registration Statement or the initiation of proceedings with respect to the ResaleRegistration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of anyevent or the existence of any fact (a “Material Event”) as a result of which anyRegistration Statement shall contain any untrue statement of a material fact or omit to state anymaterial fact required to be stated therein or necessary to make the statements therein notmisleading, or any Prospectus shall contain any untrue statement of a material fact or omit tostate any material fact necessary to make the statements therein, in light of the circumstancesunder which they were made, not misleading (including, in any such case, as a result of thenon-availability of financial statements), or (C) the occurrence or existence of any development,event, fact, situation or circumstance relating to the Company that, in the discretion of theCompany, makes it appropriate to suspend the availability of the
 

 
Resale Registration Statement and the related Prospectus, (i) in the case of clause (B) above,subject to the next sentence, as promptly as practicable prepare and file a post-effectiveamendment to such Registration Statement or a supplement to the related Prospectus or any documentincorporated therein by reference or file any other required document that would be incorporated byreference into such Registration Statement and Prospectus so that such Registration Statement doesnot contain any untrue statement of a material fact or omit to state any material fact required tobe stated therein or necessary to make the statements therein not misleading, and such Prospectusdoes not contain any untrue statement of a material fact or omit to state any material factnecessary to make the statements therein, in the light of the circumstances under which they weremade, not misleading, as thereafter delivered to the purchasers of the Registrable Securities beingsold thereunder, and, in the case of a post-effective amendment to a Registration Statement,subject to the next sentence, use commercially reasonable efforts to cause it to be declaredeffective as promptly as is reasonably practicable, and (ii) give notice (via facsimile, telephoneor electronic mail followed by a written notice by first-class mail) to the Notice Holders that theavailability of the Resale Registration Statement is suspended (a “Deferral Notice”) and,upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any RegistrableSecurities pursuant to the Registration Statement until such Notice Holder’s receipt of copies ofthe supplemented or amended Prospectus provided for in clause (i) above, or until it is advised inwriting by the Company that the Prospectus may be used, and has received copies of any additionalor supplemental filings that are incorporated or deemed incorporated by reference in suchProspectus. The Company will use commercially reasonable efforts to ensure that the use of theProspectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y)in the case of clause (B) above, as soon as, in the sole reasonable judgment of the Company, publicdisclosure of such Material Event would not be prejudicial to or contrary to the interests of theCompany or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicablethereafter and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of theCompany, such suspension is no longer appropriate. The period during which the availability of theRegistration Statement and any Prospectus is suspended (the “Deferral Period”) is not toexceed (i) 20 consecutive days at any one time; (ii) 30 days in the aggregate in any three-monthperiod; or (iii) 60 days in the aggregate during any 12-month period, or as otherwise required byapplicable regulatory authority; provided that, the number of days the Company is required to keepthe Registration Statement effective shall be extended by the number of days equal to the aggregateDeferral Period(s). The first day of any Deferral Period must be at least two (2) trading daysafter the last day of any prior Deferral Period.     (e) During the Effectiveness Period (except during such periods that a Deferral Notice isoutstanding and has not been revoked), deliver to each Notice Holder in connection with any sale ofRegistrable Securities pursuant to a Registration Statement, without charge, as many copies of theProspectus or Prospectuses relating to such Registrable Securities and any amendment or supplementthereto as such Notice Holder may reasonably request; and the Company hereby consents (exceptduring such periods that a Deferral Notice is outstanding and has not been revoked) to the use ofsuch Prospectus or each amendment or supplement thereto by each Notice Holder in connection withany offering and sale of the Registrable Securities covered by such Prospectus or any amendment orsupplement thereto in the manner set forth therein.
 

 
     (f) Subject to Section 3(d), use commercially reasonable efforts to register or qualify orcooperate with the Notice Holders in connection with the registration or qualification (orexemption from such registration or qualification) of such Registrable Securities for offer andsale under the securities or Blue Sky laws of such jurisdictions within the United States as anyNotice Holder reasonably requests in writing (which request may be included in the Notice andQuestionnaire), it being agreed that no such registration or qualification will be made unless sorequested; use commercially reasonable efforts to keep each such registration or qualification (orexemption therefrom) effective during the Effectiveness Period in connection with such NoticeHolder’s offer and sale of Registrable Securities pursuant to such registration or qualification(or exemption therefrom) and do any and all other acts or things necessary to enable thedisposition in such jurisdictions of such Registrable Securities in the manner set forth in therelevant Registration Statement and the related Prospectus; provided, that the Company willnot be required to (i) qualify as a foreign corporation or as a dealer in securities in anyjurisdiction (except New York, if required by law) where it is not otherwise qualified or (ii) takeany action that would subject it to general service of process in suits or to taxation in any suchjurisdiction where it is not then so subject.     (g) Upon (i) the filing of the Initial Resale Registration Statement and (ii) theeffectiveness of the Initial Resale Registration Statement, announce the same, in each case bypress release or any other means of dissemination reasonably expected to make such informationknown publicly.     (h) The Company will use its commercially reasonable best efforts to file as soon aspracticable following the Issue Date to file an application for listing of the RegistrableSecurities to obtain the listing of the Registrable Securities on the American Stock Exchange.     SECTION 4. Holder’s Obligations. Each Holder agrees, by acquisition of theRegistrable Securities, that no Holder of Registrable Securities shall be entitled to sell any ofsuch Registrable Securities pursuant to a Registration Statement or to receive a Prospectusrelating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire asrequired pursuant to this Section 4 (including the information required to be included in suchNotice and Questionnaire) and the information set forth in the next sentence. Each Holder ofRegistrable Securities wishing to sell Registrable Securities pursuant to the Initial or anySubsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice andQuestionnaire to the Company at least five (5) business days prior to the filing of the InitialResale Registration Statement or Subsequent Resale Registration Statement. Each Notice Holderagrees promptly to furnish to the Company in writing all information required to be disclosed inorder to make the information previously furnished to the Company by such Notice Holder notmisleading, any other information regarding such Notice Holder and the distribution of suchRegistrable Securities as may be required to be disclosed in the Registration Statement underapplicable law or pursuant to SEC comments and any information otherwise required by the Company tocomply with applicable law or regulations. Each Holder further agrees, following termination ofthe Effectiveness Period, to notify the Company, within twenty (20) Business Days of a request, ofthe amount of Registrable Securities sold pursuant to the Registration Statement and, in theabsence of a
 

 
response, the Company may assume that all of the Holder’s Registrable Securities were so sold.     SECTION 5. Registration Expenses. The Company shall bear all fees and expensesincurred in connection with the performance by the Company of its obligations under Sections 2 and3 of this Agreement whether or not any of the Registration Statements are declared effective. Suchfees and expenses shall include, without limitation, (i) all registration and filing fees(including, without limitation, fees and expenses (x) with respect to filings required to be madewith the American Stock Exchange and (y) of compliance with federal and state securities or BlueSky laws to the extent such filings or compliance are required pursuant to this Agreement(including, without limitation, reasonable fees and disbursements of the counsel specified in thenext sentence in connection with Blue Sky qualifications of the Registrable Securities under thelaws of such jurisdictions as the Notice Holders of a majority of the Registrable Securities beingsold pursuant to a Registration Statement may designate)), (ii) printing expenses, (iii)duplication expenses relating to copies of any Registration Statement or Prospectus delivered toany Holders hereunder, and (iv) fees and disbursements of counsel for the Company in connectionwith the Resale Registration Statement. In addition, the Company shall pay its internal expenses(including, without limitation, all salaries and expenses of officers and employees performinglegal or accounting duties), and its expenses for any annual audit, the fees and expenses incurredin connection with the listing of the Registrable Securities on any securities exchange on whichthe same securities of the Company are then listed and the fees and expenses of any person,including special experts, retained by the Company.     SECTION 6. Registrant and Information Requirements. The Company represents that FormS-3 under the Securities Act is, on the date of this Agreement, available for the registration ofthe Registrable Securities by the Company for sale by the Holders. The Company covenants that (a)during the Effectiveness Period, it will (i) make and keep public information available, as thoseterms are understood and defined in Rule 144, (ii) take such action as is necessary to enable theHolders to utilize Form S 3 for the sale of their Registrable Securities, (iii) file with the SECin a timely manner all reports and other documents required of the Company under the Securities Actand the Exchange Act, and (b) so long as any Holder owns any Registrable Securities, it willfurnish to such Holder, forthwith upon request (i) a written statement by the Company that it hascomplied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii)a copy of the most recent annual or quarterly report of the Company and such other reports anddocuments so filed by the Company, and (iii) such other information as may be reasonably requestedin availing any Holder of any rule or regulation of the SEC that permits the selling of any suchsecurities without registration or Form S-3.     SECTION 7. Indemnification and Contribution.     (a) The Company agrees to indemnify and hold harmless each Holder of Registrable Securitiescovered by the Resale Registration Statement, the directors, officers, employees, Affiliates andagents of each such Holder and each person who controls any such Holder within the meaning ofeither the Securities Act or the Exchange Act against any and all losses, claims, damages orliabilities, joint or several, to which they or any of them may
 

 
become subject under the Securities Act, the Exchange Act or other federal or state statutorylaw or regulation, at common law or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon any untrue statement oralleged untrue statement of a material fact contained in the Resale Registration Statement or inany amendment thereof, in each case at the time such became effective under the Securities Act, orin any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,or arise out of or are based upon the omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein (in the case of anypreliminary Prospectus or the Prospectus, in the light of the circumstances under which they weremade) not misleading, and agrees to reimburse each such indemnified party, as incurred, for anylegal or other expenses reasonably incurred by it in connection with investigating or defending anysuch loss, claim, damage, liability or action; provided, however, that the Company will notbe liable in any such case to the extent that any such loss, claim, damage or liability arises outof or is based upon any such untrue statement or alleged untrue statement or omission or allegedomission made therein in reliance upon and in conformity with written information furnished to theCompany by or on behalf of the party claiming indemnification specifically for inclusion therein.This indemnity agreement shall be in addition to any liability that the Company may otherwise have.     (b) Each Holder of securities covered by the Resale Registration Statement severally and notjointly agrees to indemnify and hold harmless the Company, each of its directors, each of itsofficers who signs the Resale Registration Statement and each person who controls the Companywithin the meaning of either the Securities Act or the Exchange Act, to the same extent as theforegoing indemnity from the Company to each such Holder, but only with reference to writteninformation relating to such Holder furnished to the Company by or on behalf of such Holderspecifically for inclusion in the documents referred to in the foregoing indemnity. This indemnityagreement shall be acknowledged by each Notice Holder that is not a Subscriber in such NoticeHolder’s Notice and Questionnaire and shall be in addition to any liability that any such NoticeHolder may otherwise have.     (c) Promptly after receipt by an indemnified party under this Section 7 or notice of thecommencement of any action, such indemnified party will, if a claim in respect thereof is to bemade against the indemnifying party under this Section 7, notify the indemnifying party in writingof the commencement thereof; but the failure so to notify the indemnifying party (i) will notrelieve it from liability under paragraph (a) or (b) above unless such failure results in theforfeiture by the indemnifying party of substantial rights and defenses or otherwise materiallyprejudices the indemnifying party; and (ii) will not, in any event, relieve the indemnifying partyfrom any obligations to any indemnified party other than the indemnification obligation provided inparagraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (includinglocal counsel) of the indemnifying party’s choice at the indemnifying party’s expense to representthe indemnified party in any action for which indemnification is sought (in which case theindemnifying party shall not thereafter be responsible for the fees and expenses of any separatecounsel, other than local counsel if not appointed by the indemnifying party, retained by theindemnified party or parties except as set forth below); provided, however, that suchcounsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifyingparty’s election to appoint counsel
 

 
(including local counsel) to represent the indemnified party in an action, the indemnifiedparty shall have the right to employ separate counsel (including local counsel), and theindemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if(i) the use of counsel chosen by the indemnifying party to represent the indemnified party wouldpresent such counsel with a conflict of interest; (ii) the actual or potential defendants in, ortargets of, any such action include both the indemnified party and the indemnifying party and theindemnified party shall have reasonably concluded that there may be legal defenses available to itand/or other indemnified parties that are different from or additional to those available to theindemnifying party; (iii) the indemnifying party shall not have employed counsel reasonablysatisfactory to the indemnified party to represent the indemnified party within a reasonable timeafter notice of the institution of such action; or (iv) the indemnifying party shall authorize theindemnified party to employ separate counsel at the expense of the indemnifying party. Anindemnifying party will not, without the prior written consent of the indemnified parties, settleor compromise or consent to the entry of any judgment with respect to any pending or threatenedclaim, action, suit or proceeding in respect of which indemnification or contribution may be soughthereunder (whether or not the indemnified parties are actual or potential parties to such claim oraction) unless such settlement, compromise or consent includes an unconditional release of eachindemnified party from all liability arising out of such claim, action, suit or proceeding.     (d) If the indemnification to which an indemnified party is entitled under this Section 7 isfor any reason unavailable to or insufficient although applicable in accordance with its terms tohold harmless an indemnified party in respect of any losses, liabilities, claims, damages orexpenses referred to therein, then each indemnifying party shall contribute to the aggregate amountof such losses, liabilities, claims, damages and expenses incurred by such indemnified party, asincurred, in such proportion as is appropriate to reflect the relative fault of the indemnifyingparty or parties on the one hand and of the indemnified party on the other hand in connection withthe statements or omissions which resulted in such losses, liabilities, claims, damages orexpenses, as well as any other relevant equitable considerations.     The relative fault of the Company on the one hand and the Holders of the RegistrableSecurities or the Subscriber on the other hand shall be determined by reference to, among otherthings, whether any such untrue or alleged untrue statement of a material fact or omission oralleged omission to state a material fact relates to information supplied by the Company or by theholder of the Registrable Securities or the Subscriber and the parties’ relative intent, knowledge,access to information and opportunity to correct or prevent such statement or omission.     The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 7(d) were determined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to above in this Section 7(d). Theaggregate amount of losses, liabilities, claims, damages, and expenses incurred by an indemnifiedparty and referred to above in this Section 7(d) shall be deemed to include any out-of-pocket legalor other expenses reasonably incurred by such indemnified party in investigating, preparing ordefending against any litigation, or any investigation or proceeding by any governmental agency orbody, commenced or threatened, or any claim
 

 
whatsoever based upon any such untrue or alleged untrue statement or omission or allegedomission.     Notwithstanding the provisions of this Section 7, neither the Holder of any RegistrableSecurities nor the Subscriber shall be required to indemnify or contribute any amount in excess ofthe amount by which the total price at which the Registrable Securities sold by such Holder ofRegistrable Securities or by the Subscriber, as the case may be, and distributed to the public wereoffered to the public exceeds the amount of any damages that such Holder of Registrable Securitiesor the Subscriber has otherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission.     No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any person who was not guilty of suchfraudulent misrepresentation.     For purposes of this Section 7(d), each person, if any, who controls the Subscriber or anyHolder of Registrable Securities within the meaning of Section 15 of the Securities Act or Section20 of the Exchange Act shall have the same rights to contribution as the Subscriber or such Holder,and each person, if any, who controls the Company within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act shall have the same rights to contribution as theCompany.     (e) The provisions of this Section 7 shall remain in full force and effect, regardless ofany investigation made by or on behalf of any Holder or the Company or any of the indemnifiedpersons referred to in this Section 7, and shall survive the sale by a Holder of RegistrableSecurities covered by the Resale Registration Statement.     SECTION 8. Miscellaneous     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to,nor shall they, on or after the date of this Agreement, enter into, any agreement with respect tothe Company’s securities that conflicts with the rights granted to the Holders of RegistrableSecurities in this Agreement. The Company represents and warrants that the rights granted to theHolders of Registrable Securities hereunder do not in any way conflict with the rights granted tothe holders of the Company’s securities under any other agreements.     (b) Amendments and Waivers. The provisions of this Agreement, including theprovisions of this sentence, may not be amended, modified or supplemented, and waivers or consentsto departures from the provisions hereof may not be given, unless the Company has obtained thewritten consent of Holders of a majority of the then outstanding Registrable Securities.Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof withrespect to a matter that relates exclusively to the rights of Holders of Registrable Securitieswhose securities are being sold pursuant to a Registration Statement and that does not directly orindirectly affect the rights of other Holders of Registrable Securities may be given by Holders ofat least a majority of the Registrable Securities being sold by such Holders pursuant to suchRegistration Statement; provided, that the provisions of this
 

 
sentence may not be amended, modified, or supplemented except in accordance with theprovisions of the immediately preceding sentence. Each Holder of Registrable Securitiesoutstanding at the time of any such amendment, modification, supplement, waiver or consent orthereafter shall be bound by any such amendment, modification, supplement, waiver or consenteffected pursuant to this Section 8(b), whether or not any notice, writing or marking indicatingsuch amendment, modification, supplement, waiver or consent appears on the Registrable Securitiesor is delivered to such Holder.     (c) Notices. All notices and other communications provided for or permitted hereundershall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnightdelivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made,if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Dayafter being deposited with such courier, if made by overnight courier, or (iv) on the dateindicated on the notice of receipt, if made by first-class mail, to the parties as follows:     if to a Notice Holder, at the most current address given by such Holder to the Company in aNotice and Questionnaire or any amendment thereto;     if to the Company, to:Apollo Gold Corporation