EXHIBIT
4.2

     

     

    REGISTRATION
RIGHTS AGREEMENT

     

    THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
December ___, 2008 by and among Apollo Gold Corporation, a Yukon Territory
corporation (the “Company”), as evidenced by the signatures of the Company and
the Subscribers pursuant to the Subscription Agreements for Flow-Through Shares
(the “Subscription Agreements”), dated December ___, 2008. In order to induce
the Subscribers under the Subscription Agreements to enter into the Subscription
Agreements, the Company has agreed to provide the registration rights set forth
in this Agreement.

     

    The
Company agrees with the Subscribers (each of the foregoing a “Holder” and
together the “Holders”), as follows:

     

    
      SECTION
1. Definitions.

    

     

    Capitalized
terms used herein without definition shall have their respective meanings set
forth in the Subscription Agreements. In addition to the terms that are defined
elsewhere in this Agreement, the following terms shall have the following
meanings:

     

    “Affiliate,”
with respect to any specified person, has the meaning specified in Rule
144.

     

    “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 on the date
that all Registrable Securities have ceased to be Registrable
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.

     

    “Income
Tax Act” means the Income Tax Act (Canada), together with any and all
regulations promulgated thereunder, as amended from time to time.

     

    “Initial
Resale Registration Statement” has the meaning specified in Section 2(a)
hereof.

     

    “Issue
Date” means December _____, 2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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    “Material
Event” has the meaning specified in Section 3(d) hereof.

     

    “Notice
and Questionnaire” means a written notice delivered to the Company containing
substantially the information called for by the Selling Securityholder Notice
and Questionnaire attached as Annex A to this Agreement.

     

    “Notice
Holder” means on any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.

     

    “Offering”
means the offering and sale of Flow-Through Shares to the
Subscribers.

     

    “Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 415 promulgated under the Securities Act), as amended or supplemented by
any amendment or prospectus supplement, including post-effective amendments, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such Prospectus.

     

    “Registrable
Securities” means the Common Shares issued to Subscribers in the Offering and
any security issued with respect thereto upon any stock dividend, split, merger
or similar event until, in the case of any such security, the earlier of (i) the
sale pursuant to Rule 144 under the Securities Act or a registration statement
of such Registrable Securities or (ii) the expiration of the holding period
applicable thereto under Rule 144(d) for such Registrable Securities, assuming
such securities are not held by an Affiliate of the Company.

     

    “Registration
Statement” means any registration statement of the Company that covers any of
the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all materials
incorporated by reference or explicitly deemed to be incorporated 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 from
time to time, or any similar or successor rule or regulation hereafter adopted
by the SEC having substantially the same effect as such Rule.

     

    “SEC”
means the United States Securities and Exchange Commission and any successor
agency.

     

    “Securities
Act” means the United States Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.

     

    “Subscribers”
means the subscribers to the Subscription Agreements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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    “Subsequent
Resale Registration Statement” has the meaning specified in Section 2(b)
hereof.

     

    “Flow-Through
Common Shares” means a Common Share that qualifies as a “Flow-Through Share” as
defined in the Income Tax Act.

     

    
      SECTION
2. Resale
Registration.

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company shall prepare and file or cause to be prepared and filed with the
      SEC no later than 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 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 one hundred and twenty (120) days (or, in the case
      of a full review by the SEC, one hundred and eighty (180) days) after the
      Issue 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; provided, however, that if the SEC
      determines that the Company is ineligible to use Form S-3 to register the
      resale by any Holder of the Registrable Securities because such Holder is
      deemed to be an Affiliate of the Company, then the Filing Deadline Date
      with respect to any such Affiliate shall be 90 days after the Issue Date
      and the Effectiveness Deadline Date shall be 180 days after the Issue
      Date. 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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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              (b)

            	
              If
      the Initial Resale Registration Statement or any Subsequent Resale
      Registration Statement ceases to be effective for any reason at any time
      during the Effectiveness Period, the Company shall use its commercially
      reasonable efforts to obtain the prompt withdrawal of any order suspending
      the effectiveness thereof, and in any event shall within thirty (30) days
      of such cessation of effectiveness amend the Resale Registration Statement
      in a manner reasonably expected by the Company to obtain the withdrawal of
      the order suspending the effectiveness thereof, or file an additional
      Resale Registration Statement covering all of the securities that as of
      the date of such filing are Registrable Securities (a “Subsequent Resale
      Registration Statement”). If a Subsequent Resale Registration Statement is
      filed, the Company shall use commercially reasonable efforts to cause the
      Subsequent Resale Registration Statement to become effective as promptly
      as is reasonably practicable after such filing or, if filed during a
      Deferral Period, after the expiration of such Deferral Period, and to keep
      such Registration Statement (or Subsequent Resale Registration Statement),
      subject to Section 3(d)(A) hereof, continuously effective until the end of
      the Effectiveness Period.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Company shall supplement and amend the Initial or any Subsequent Resale
      Registration Statement if required by the rules, regulations or
      instructions applicable to the registration form used 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 sell
      Registrable Securities pursuant to a Resale Registration Statement and
      related Prospectus, it will do so only in accordance with this Section
      2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities
      wishing to sell Registrable Securities pursuant to the Initial or any
      Subsequent Resale Registration Statement and related Prospectus agrees to
      deliver a Notice and Questionnaire to the Company promptly following the
      date hereof and notify the Company of any change in such information at
      least five (5) business days prior to the filing of the Initial Resale
      Registration Statement or subsequent Resale Registration Statement. From
      and after the date the Initial Resale Registration Statement is declared
      effective, the Company shall, as promptly as is reasonably practicable
      after the date a fully completed and legible Notice and Questionnaire is
      received by the Company, (i) if required by applicable law, file with the
      SEC a post-effective amendment to the Resale Registration Statement or
      prepare and, if required by applicable law, file a supplement to the
      related Prospectus or a supplement or amendment to any document
      incorporated therein by reference or file any other document required by
      the SEC so that the Holder delivering such Notice and Questionnaire is
      named as a selling security holder in the Resale Registration Statement
      and the related Prospectus in such a manner as to permit such Holder to
      deliver such Prospectus to purchasers of the Registrable Securities in
      accordance with applicable law (other than laws not generally applicable
      to all Holders of Registrable Securities wishing to sell Registrable
      Securities pursuant to the Resale Registration Statement and related
      Prospectus) and using the manner of sale specified in the Notice and
      Questionnaire, and, if the Company shall file a post-effective amendment
      to the Resale Registration Statement, use commercially reasonable efforts
      to cause such post-effective amendment to be declared effective under the
      Securities Act as promptly as is reasonably practicable; (ii) provide such
      Holder copies of any documents filed pursuant to Section 2(d)(i); and
      (iii) notify such Holder as promptly as is reasonably practicable after
      the effectiveness under the Securities Act of any post-effective amendment
      filed pursuant to Section 2(d)(i); provided, that if such Notice and
      Questionnaire is delivered during a Deferral Period, the Company shall so
      inform the Holder delivering such Notice and Questionnaire and shall take
      the actions set forth in clauses (i), (ii) and (iii) above upon expiration
      of the Deferral Period in accordance with Section 3(d), provided, further,
      that if under applicable law the Company has more than one option as to
      the type or manner of making any such filing, the Company will make the
      required filing or filings in the manner or of a type that is reasonably
      expected to result in the earliest availability of the Prospectus for
      effecting resales of Registrable Securities. Notwithstanding anything
      contained herein to the contrary, the Company shall be under no obligation
      to name any Holder that is not a Notice Holder as a selling security
      holder in any Registration Statement or related Prospectus; provided,
      however, that any Holder that 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 was
      initially declared effective) shall be named as a selling security holder
      in the Registration Statement or related Prospectus subject to and in
      accordance with the requirements of this Section
  2(d).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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      SECTION
3. Registration
Procedures.

    

     

    In
connection with the registration obligations of the Company under Section 2
hereof, the Company shall:

     

    
      	
               
      

            	
              (a)

            	
              Prepare
      and file with the SEC such amendments and post-effective amendments to
      each Registration Statement as may be necessary to keep such Registration
      Statement continuously effective for the applicable period specified in
      Section 2(a); cause the related Prospectus to be supplemented by any
      required Prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 (or any similar provisions then in force) under the
      Securities Act; and use commercially reasonable efforts to comply with the
      provisions of the Securities Act applicable to it with respect to the
      disposition of all securities covered by such Registration Statement
      during the Effectiveness Period in accordance with the intended methods of
      disposition by the sellers thereof set 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 of a particular Registration Statement will be made by the staff of
      the SEC or that the staff has no further comments on a particular
      Registration Statement, as the case may be, a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later
      than 48 hours after the submission of such
  request.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Use
      commercially reasonable efforts to obtain the withdrawal of any order
      suspending the effectiveness of a Registration Statement or the lifting of
      any suspension of the qualification (or exemption from qualification) of
      any of the Registrable Securities for sale in any jurisdiction in which
      they have been qualified for sale, in either case at the earliest possible
      moment or, if any such order or suspension is made effective during any
      Deferral Period, at the earliest possible moment after the expiration of
      such Deferral Period.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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              (d)

            	
              Upon
      (A) the issuance by the SEC of a stop order suspending the effectiveness
      of the Resale Registration Statement or the initiation of proceedings with
      respect to the Resale Registration Statement under Section 8(d) or 8(e) of
      the Securities Act, (B) the occurrence of any event or the existence of
      any fact (a “Material Event”) as a result of which any Registration
      Statement shall contain any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary to make
      the statements therein not misleading, or any Prospectus shall contain any
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading (including, in any such case,
      as a result of the non-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 the
      Company, 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 is
      reasonably practicable prepare and file a post-effective amendment to such
      Registration Statement or a supplement to the related Prospectus or any
      document incorporated therein by reference or file any other required
      document that would be incorporated by reference into such Registration
      Statement and Prospectus so that such Registration Statement does not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, and such Prospectus does not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, as thereafter
      delivered to the purchasers of the Registrable Securities being sold
      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 declared effective as promptly as is
      reasonably practicable, and (ii) give notice (via facsimile, telephone or
      electronic mail followed by a written notice by first-class mail) to the
      Notice Holders that the availability 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 Registrable Securities
      pursuant to the Registration Statement until such Notice Holder’s receipt
      of copies of the supplemented or amended Prospectus provided for in clause
      (i) above, or until it is advised in writing by the Company that the
      Prospectus may be used, and has received copies of any additional or
      supplemental filings that are incorporated or deemed incorporated by
      reference in such Prospectus. The Company will use commercially reasonable
      efforts to ensure that the use of the Prospectus may be resumed (x) in the
      case of clause (A) above, as promptly as is reasonably practicable, (y) in
      the case of clause (B) above, as soon as, in the sole reasonable judgment
      of the Company, public disclosure of such Material Event would not be
      prejudicial to or contrary to the interests of the Company or, if
      necessary to avoid unreasonable burden or expense, as soon as reasonably
      practicable thereafter and (z) in the case of clause (C) above, as soon
      as, in the reasonable discretion of the Company, such suspension is no
      longer appropriate. The period during which the availability of the
      Registration Statement and any Prospectus is suspended (the “Deferral
      Period”) is not to exceed (i) 20 consecutive days at any one time; (ii) 30
      days in the aggregate in any three-month period; or (iii) 60 days in the
      aggregate during any 12-month period, or as otherwise required by
      applicable regulatory authority; provided that, the number of days the
      Company is required to keep the Registration Statement effective shall be
      extended by the number of days equal to the aggregate Deferral Period(s).
      The first day of any Deferral Period must be at least two (2) trading days
      after the last day of any prior Deferral
Period.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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              (e)

            	
              During
      the Effectiveness Period (except during such periods that a Deferral
      Notice is outstanding and has not been revoked), deliver to each Notice
      Holder in connection with any sale of Registrable Securities pursuant to a
      Registration Statement, without charge, as many copies of the Prospectus
      or Prospectuses relating to such Registrable Securities and any amendment
      or supplement thereto as such Notice Holder may reasonably request; and
      the Company hereby consents (except during such periods that a Deferral
      Notice is outstanding and has not been revoked) to the use of such
      Prospectus or each amendment or supplement thereto by each Notice Holder
      in connection with any offering and sale of the Registrable Securities
      covered by such Prospectus or any amendment or supplement thereto in the
      manner set forth therein.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Subject
      to Section 3(d), prior to any public offering of the Registrable
      Securities pursuant to the Resale Registration Statement, use commercially
      reasonable efforts to register or qualify or cooperate with the Notice
      Holders in connection with the registration or qualification (or exemption
      from such registration or qualification) of such Registrable Securities
      for offer and sale under the securities or Blue Sky laws of such
      jurisdictions within the United States as any Notice Holder reasonably
      requests in writing (which request may be included in the Notice and
      Questionnaire), it being agreed that no such registration or qualification
      will be made unless so requested; prior to any public offering of the
      Registrable Securities pursuant to the Resale Registration Statement, use
      commercially reasonable efforts to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness
      Period in connection with such Notice Holder’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 the disposition in such jurisdictions of such Registrable
      Securities in the manner set forth in the relevant Registration Statement
      and the related Prospectus; provided, that the Company will not be
      required to (i) qualify as a foreign corporation or as a dealer in
      securities in any jurisdiction where it is not otherwise qualified or (ii)
      take any action that would subject it to general service of process in
      suits or to taxation in any such jurisdiction where it is not then so
      subject.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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      SECTION
4. Holder’s
Obligations.

    

     

    Each
Holder agrees, by acquisition of the Registrable Securities, that no Holder of
Registrable Securities shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a properly
completed Notice and Questionnaire as required pursuant to this Section 4
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Holder
of Registrable Securities wishing to sell Registrable Securities pursuant to the
Initial or any Subsequent Resale Registration Statement and related Prospectus
agrees to deliver a Notice and Questionnaire to the Company promptly following
the date hereof and notify the Company of any change in such information at
least five (5) business days prior to the filing of the Initial Resale
Registration Statement or Subsequent Resale Registration Statement. Each Notice
Holder agrees promptly to furnish to the Company in writing all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading, any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Registration Statement under
applicable law or pursuant to SEC comments and any information otherwise
required by the Company to comply with applicable law or regulations. Each
Holder further agrees, following termination of the Effectiveness Period, to
notify the Company, within ten (10) Business Days of a request, of the amount of
Registrable Securities sold pursuant to the Registration Statement and, in the
absence 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 expenses incurred in connection with the
performance by the Company of its obligations under Sections 2 and 3 of this
Agreement whether or not any of the Registration Statements are declared
effective. Such fees 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 made with the American Stock Exchange
and (y) of compliance with federal and state securities or Blue Sky 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 the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses, (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, and (iv) fees and disbursements
of counsel for the Company in connection with the Resale Registration Statement,
provided, however, that the Company shall not be responsible for any brokers'
fees, commissions or discounts in connection with the sale of Registrable
Securities or the fees and expenses of legal counsel for the Holders. In
addition, the Company shall pay its internal expenses (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), and its expenses for any annual audit, the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange on which the same securities of the Company are then
listed and the fees and expenses of any person, including special experts,
retained by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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      SECTION
6. Information
Requirements.

    

     

    The
Company covenants that, if at any time before the end of the Effectiveness
Period the Company is not subject to the reporting requirements of the Exchange
Act, it will cooperate with any Holder of Registrable Securities and take such
further reasonable action as any Holder of Registrable Securities may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitations of Rule 144
under the Securities Act and customarily taken in connection with sales pursuant
to such exemptions. Upon the written request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with the filing requirements of Rule 144.

     

    
      SECTION
7. Indemnification and
Contribution.

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company agrees to indemnify and hold harmless each Holder of Registrable
      Securities covered by the Resale Registration Statement, the directors,
      officers, employees, Affiliates and agents of each such Holder and each
      person who controls any such Holder within the meaning of either the
      Securities Act or the Exchange Act against any and all losses, claims,
      damages or liabilities, 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 statutory law or regulation, at common law or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of a material fact contained in the Resale Registration
      Statement or in any amendment thereof, in each case at the time such
      became effective under the Securities Act, or in 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 fact required to be stated therein or
      necessary to make the statements therein (in the case of any preliminary
      Prospectus or the Prospectus, in the light of the circumstances under
      which they were made) not misleading, and agrees to reimburse each such
      indemnified party, as incurred, for any legal or other expenses reasonably
      incurred by it in connection with investigating or defending any such
      loss, claim, damage, liability or action; provided, however, that the
      Company will not be liable in any such case to the extent that any such
      loss, claim, damage or liability arises out of or is based upon any such
      untrue statement or alleged untrue statement or omission or alleged
      omission made therein in reliance upon and in conformity with written
      information furnished to the Company 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 not jointly agrees to indemnify and hold harmless the
      Company, each of its directors, each of its officers who signs the Resale
      Registration Statement and each person who controls the Company within the
      meaning of either the Securities Act or the Exchange Act, to the same
      extent as the foregoing indemnity from the Company to each such Holder,
      but only with reference to information relating to such Holder furnished
      to the Company by or on behalf of such Holder specifically for inclusion
      in the documents referred to in the foregoing indemnity. This indemnity
      agreement shall be acknowledged by each Notice Holder that is not a
      Subscriber in such Notice Holder's Notice and Questionnaire and shall be
      in addition to any liability that any such Notice Holder may otherwise
      have.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 10 of 15

     

    
      	
               
      

            	
              (c)

            	
              Promptly
      after receipt by an indemnified party under this Section 7 of notice of
      the commencement of any action, such indemnified party will, if a claim in
      respect thereof is to be made against the indemnifying party under this
      Section 7, notify the indemnifying party in writing of the commencement
      thereof; but the failure so to notify the indemnifying party (i) will not
      relieve it from liability under paragraph (a) or (b) above unless such
      failure results in the forfeiture by the indemnifying party of substantial
      rights and defenses or otherwise materially prejudices the indemnifying
      party; and (ii) will not, in any event, relieve the indemnifying party
      from any obligations to any indemnified party other than the
      indemnification obligation provided in paragraph (a) or (b) above. The
      indemnifying party shall be entitled to appoint counsel (including local
      counsel) of the indemnifying party's choice at the indemnifying party's
      expense to represent the indemnified party in any action for which
      indemnification is sought (in which case the indemnifying party shall not
      thereafter be responsible for the fees and expenses of any separate
      counsel, other than local counsel if not appointed by the indemnifying
      party, retained by the indemnified party or parties except as set forth
      below); provided, however, that such counsel shall be reasonably
      satisfactory to the indemnified party. Notwithstanding the indemnifying
      party's election to appoint counsel (including one local counsel) to
      represent the indemnified party in an action, the indemnified party shall
      have the right to employ separate counsel (including local counsel), and
      the indemnifying 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 would present such
      counsel with a conflict of interest; (ii) the actual or potential
      defendants in, or targets of, any such action include both the indemnified
      party and the indemnifying party and the indemnified party shall have
      reasonably concluded that there may be legal defenses available to it
      and/or other indemnified parties that are different from or additional to
      those available to the indemnifying party; (iii) the indemnifying party
      shall not have employed counsel reasonably satisfactory to the indemnified
      party to represent the indemnified party within a reasonable time after
      notice of the institution of such action; or (iv) the indemnifying party
      shall authorize the indemnified party to employ separate counsel at the
      expense of the indemnifying party. An indemnifying party will not, without
      the prior written consent of the indemnified parties, settle or compromise
      or consent to the entry of any judgment with respect to any pending or
      threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      the indemnified parties are actual or potential parties to such claim or
      action) unless such settlement, compromise or consent includes an
      unconditional release of each indemnified party from all liability arising
      out of such claim, action, suit or
proceeding.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 11 of 15

     

    
      	
               
      

            	
              (d)

            	
              If
      the indemnification to which an indemnified party is entitled under this
      Section 7 is for any reason unavailable to or insufficient although
      applicable in accordance with its terms to hold harmless an indemnified
      party in respect of any losses, liabilities, claims, damages or expenses
      referred to therein, then each indemnifying party shall contribute to the
      aggregate amount of such losses, liabilities, claims, damages and expenses
      incurred by such indemnified party, as incurred, in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party or
      parties on the one hand and of the indemnified party on the other hand in
      connection with the statements or omissions which resulted in such losses,
      liabilities, claims, damages or expenses, as well as any other relevant
      equitable considerations.

            


    

     

    The
relative fault of the Company on the one hand and the Holders of the Registrable
Securities or the Subscribers on the other hand shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Holder of the Registrable
Securities or the Subscribers 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 to this Section 7(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 7(d). The aggregate amount of
losses, liabilities, claims, damages, and expenses incurred by an indemnified
party and referred to above in this Section 7(d) shall be deemed to include any
out-of-pocket legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

     

    Notwithstanding
the provisions of this Section 7, neither the Holder of any Registrable
Securities nor the Subscribers shall be required to indemnify or contribute any
amount in excess of the amount by which the proceeds received from the sale of
the Registrable Securities by such Holder of Registrable Securities exceeds the
amount of any damages that such Holder of Registrable Securities or the
Subscribers has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

     

    No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 12 of 15

     

    For
purposes of this Section 7(d), each person, if any, who controls the Subscribers
or any Holder of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Subscribers or such Holder, and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Company.

     

    
      	
               
      

            	
              (e)

            	
              The
      provisions of this Section 7 shall remain in full force and effect,
      regardless of any investigation made by or on behalf of any Holder or the
      Company or any of the indemnified persons referred to in this Section 7,
      and shall survive the sale by a Holder of Registrable Securities 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 it, on or after the date of this Agreement, enter
      into, any agreement with respect to the Company’s securities that
      conflicts with the rights granted to the Holders of Registrable Securities
      in this Agreement. The Company represents and warrants that the rights
      granted to the Holders of Registrable Securities hereunder do not in any
      way conflict with the rights granted to the holders of the Company’s
      securities under any other
agreements.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Amendments
      and Waivers. The provisions of this Agreement, including the
      provisions of this sentence, may not be amended, modified or supplemented,
      and waivers or consents to departures from the provisions hereof may not
      be given, unless the Company has obtained the written 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 with respect to a matter that relates exclusively to the
      rights of Holders of Registrable Securities whose securities are being
      sold pursuant to a Registration Statement and that does not directly or
      indirectly affect the rights of other Holders of Registrable Securities
      may be given by Holders of at least a majority of the Registrable
      Securities being sold by such Holders pursuant to such Registration
      Statement; provided, that the provisions of this sentence may not be
      amended, modified, or supplemented except in accordance with the
      provisions of the immediately preceding sentence. Each Holder of
      Registrable Securities outstanding at the time of any such amendment,
      modification, supplement, waiver or consent or thereafter shall be bound
      by any such amendment, modification, supplement, waiver or consent
      effected pursuant to this Section 8(b), whether or not any notice, writing
      or marking indicating such amendment, modification, supplement, waiver or
      consent appears on the Registrable Securities or is delivered to such
      Holder.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notices.
      All notices and other communications provided for or permitted hereunder
      shall be made in writing by hand delivery, by telecopier, by courier
      guaranteeing overnight delivery 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 Day after being deposited with such courier, if made by overnight
      courier, or (iv) on the date indicated on the notice of receipt, if made
      by first-class mail, to the parties as
follows:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 13 of 15

     

    if to a
Notice Holder, at the most current address given by such Holder to the Company
in a Notice and Questionnaire or any amendment thereto;

     

    if to the
Company, to:

     

    Apollo
Gold Corporation

    5655 S.
Yosemite Street, Suite 200

    Greenwood
Village, CO 80111-3220

    Facsimile:
(303) 524-3280

    Attention:
Chief Financial Officer

     

    with a
copy to:

     

    Davis
Graham & Stubbs LLP

    1550
Seventeenth Street, Suite 500

    Denver,
Colorado 80202

    Facsimile
No. (303) 893-1379

     

    or to
such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

     

    
      	
               
      

            	
              (d)

            	
              Approval
      of Holders. Whenever the consent or approval of Holders of a
      specified percentage of Registrable Securities is required hereunder,
      Registrable Securities held by the Company or its Affiliates (other than
      the Subscribers or subsequent Holders of Registrable Securities if such
      subsequent Holders are deemed to be such Affiliates solely by reason of
      their holdings of such Registrable Securities) shall not be counted in
      determining whether such consent or approval was given by the Holders of
      such required percentage.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Successors
      and Assigns. This Agreement shall inure to the benefit of and be
      binding upon the successors and assigns of each of the parties hereto and,
      without requiring any express assignment, shall inure to the benefit of
      and be binding upon transferees of each Holder of any Registrable
      Securities; provided, that nothing herein shall be deemed to permit any
      assignment, transfer of other disposition of Registrable Securities in
      violation of the terms of the Subscription Agreements. If any transferee
      of any Holder shall acquire Registrable Securities in any manner, whether
      by operation of law or otherwise, such Registrable Securities shall be
      subject to all of the terms of this Agreement and by taking and holding
      such Registrable Securities such person shall be conclusively deemed to
      have agreed to be bound by and to perform all of the terms and provisions
      of this Agreement.  Each transferee of the Registrable
      Securities is not entitled to resell its Registrable Securities on the
      Resale Registration Statement unless and until it has complied with the
      provisions of Section 2(d) hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 14 of 15

     

    
      	
               
      

            	
              (f)

            	
              Counterparts.
      This Agreement may be executed by original or facsimile transmission 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 taken together shall constitute one and the same
      agreement.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Headings.
      The headings in this Agreement are for convenience of reference only and
      shall not limit or otherwise affect the meaning
  hereof.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Governing
      Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF
  COLORADO.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Severability.
      If any term, provision, covenant or restriction of this Agreement is held
      to be invalid, illegal, void or unenforceable, the remainder of the terms,
      provisions, covenants and restrictions set forth herein shall remain in
      full force and effect and shall in no way be affected, impaired or
      invalidated thereby, and the parties hereto shall use their reasonable
      best efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term,
      provision, covenant or restriction, it being intended that all of the
      rights and privileges of the parties hereto shall be enforceable to the
      fullest extent permitted by law.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Entire
      Agreement. This Agreement is intended by the parties hereto as a
      final expression of their agreement and is intended to be a complete and
      exclusive statement of the agreement and understanding of the parties
      hereto in respect of the subject matter contained herein and the
      registration rights granted by the Company with respect to the Registrable
      Securities. Except as provided in the Subscription Agreements, there are
      no restrictions, promises, warranties or undertakings, other than those
      set forth or referred to herein, with respect to the registration rights
      granted by the Company with respect to the Registrable Securities. This
      Agreement supersedes all prior agreements and undertakings among the
      parties hereto with respect to such registration
  rights.

            


    

     

    
      	
               
      

            	
              (k)

            	
              Termination.
      This Agreement and the obligations of the parties hereunder shall
      terminate upon the earlier to occur of (i) the expiration of the
      Effectiveness Period or (ii) such time as there shall be no Registrable
      Securities.

            


    

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.

    SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    IN WITNESS WHEREOF, the parties have
executed this Registration Rights Agreement as of the date first written
above.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            APOLLO
      GOLD CORPORATION

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      
	 
      	 
      
	 
      	
                            [Name
      of Subscriber]

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title: