Common use of Engagement Letter Clause in Contracts

Engagement Letter. Except to the extent specifically stated herein, the Engagement Letter shall remain in full force and effect in accordance with its terms; provided, however, that to the extent any provision of this Agreement conflicts with, or addresses representations, warranties, rights or obligations also addressed by, the Engagement Letter, the provisions of this Agreement shall supersede the conflicting or duplicative provisions of the Engagement Letter solely with respect to the Offering. Except as provided in this Section 16, this Agreement constitutes the entire agreement of the parties hereto and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Agent. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this agreement and your acceptance shall constitute a binding agreement between the Company and the Agent. Very truly yours, BIOPURE CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Accepted and agreed to as of the date first above written X.X. Xxxxxxxxx, Towbin, LLC By: /s/ Xxxxxxxxx Xxxxxxxxx -------------------------------- Name: Title: Agency Agreement Signature Page Exhibit A FORM OF AGENT'S WARRANT Exhibit B FORM OF PURCHASE AGREEMENT Exhibit C FORM OF LOCK-UP AGREEMENT [Letterhead of officer, director or major shareholder of Biopure Corporation] Biopure Corporation Public Offering of Common Stock January __, 2005

Engagement Letter. Except to the extent specifically stated herein, the Engagement Letter shall remain in full force and effect in accordance with its terms; provided, however, that to the extent any provision of this Agreement conflicts with, or addresses representations, warranties, rights or obligations also addressed by, the Engagement LetterLetter (including without limitation, the separate letter agreement signed concurrently with the Engagement Letter and dated August 4, 2004 between the parties regarding indemnification), the provisions of this Agreement shall supersede the conflicting or duplicative provisions of the Engagement Letter solely with respect to the Offering. Except as provided in this Section 1615, this Agreement constitutes the entire agreement of the parties hereto and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Agent. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this agreement and your acceptance shall constitute a binding agreement between the Company and the Agent. Very truly yours, BIOPURE CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxxx ----------------------------- ____________________________________ Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Accepted and agreed to as of the date first above written X.X. Xxxxxxxxx, Towbin, LLC By: /s/ Xxxxxxxxx Xxxxxxxxx -------------------------------- ________________________________ Name: Xxxxxxxxx Xxxxxxxxx Title: Agency Agreement Signature Page Managing Director Exhibit A FORM OF AGENT'S WARRANT Exhibit B FORM OF PURCHASE AGREEMENT Exhibit C FORM OF LOCK-UP AGREEMENT [Letterhead of officer, director or major shareholder of Biopure Corporation] Biopure Corporation Public Offering of Common Stock January December __, 20052004

Engagement Letter. Except to the extent specifically stated herein, the Engagement Letter shall remain in full force and effect in accordance with its terms; provided, however, that to the extent any provision of this Agreement conflicts with, or addresses representations, warranties, rights or obligations also addressed by, the Engagement LetterLetter (including without limitation, the separate letter agreement signed concurrently with the Engagement Letter and dated September 15, 2006 between the parties regarding indemnification), the provisions of this Agreement shall supersede the conflicting or duplicative provisions of the Engagement Letter solely with respect to the Offering. Except as provided in this Section 1615, this Agreement constitutes the entire agreement of the parties hereto and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Agent. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this agreement and your acceptance shall constitute a binding agreement between the Company and the Agent. Very truly yours, BIOPURE APOLLO GOLD CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxxx ----------------------------- Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Accepted and agreed to as of the date first above written X.X. Xxxxxxxxx, TowbinShoreline Pacific, LLC By: /s/ Xxxxxxxxx Xxxxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Name: Title: Agency Agreement Signature Page Exhibit A FORM OF AGENT'S WARRANT Exhibit B FORM OF PURCHASE AGREEMENT Exhibit B FORM OF OPINION OF XXXXX XXXXXX & XXXXXX LLP Exhibit C FORM OF OPINION OF LACKOWICZ XXXXX & XXXXXXX Exhibit D FORM OF LOCK-UP AGREEMENT [Letterhead of officerNovember __, director or major shareholder of Biopure Corporation] Biopure Corporation 2006 Shoreline Pacific, LLC 000 Xxxxxxxxxx Xxxxxx San Francisco, CA 94111 Re: Proposed Public Offering by Apollo Gold Corporation Dear Sirs: The undersigned, a stockholder of Apollo Gold Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada (the “Company”), understands that Shoreline Pacific, LLC (the “Agent”) propose to enter into an Agency Agreement (the “Agency Agreement”) with the Company relating to the proposed public offering by the Company (the “Offering”) of up to20,000,000 Units, each consisting of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and a warrant to purchase one share of the Common Stock at an exercise price of $0.50 per share. In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Agent that, during a period of 90 days from the date of the Agency Agreement, the undersigned will not, without the prior written consent of the Agent, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock January __or other securities, 2005in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Agent, (x) as a bona fide gift or gifts or (y) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, in each case provided that (1) the Agent receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers. For purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding the foregoing, if: (1) during the last 17 days of the 90-day lock-up period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day lock-up period, the restrictions imposed by this letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. Very truly yours, Entity Name, if applicable Signature Print Name Title, if applicable

Engagement Letter. Except to the extent specifically stated herein, the Engagement Letter shall remain in full force and effect in accordance with its terms; provided, however, that to the extent any provision of this Agreement conflicts with, or addresses representations, warranties, rights or obligations also addressed by, the Engagement LetterLetter (including without limitation, the separate letter agreement signed concurrently with the Engagement Letter and dated October 25, 2004 between the parties regarding indemnification), the provisions of this Agreement shall supersede the conflicting or duplicative provisions of the Engagement Letter solely with respect to the Offering. Except as provided in this Section 1615, this Agreement constitutes the entire agreement of the parties hereto and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the AgentAgents. If the foregoing correctly sets forth the understanding between the Company and the AgentAgents, please so indicate in the space provided below for that purpose, whereupon this agreement and your acceptance shall constitute a binding agreement between the Company and the AgentAgents. Very truly yours, BIOPURE CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxxx ----------------------------- STEMCELLS, INC. By:/s/ Martin McGlynn -------------------- Name: Xxxxxxx X. Xxxxxxxxx TitleMartin McGlynn Xxxxx: President Xxxxxxxnt and Chief Executive Officer CEO Accepted and agreed to as of the date first above written X.X. XxxxxxxxxC.E. UNTERBERG, TowbinTOWBIN, LLC By: /s/ Xxxxxxxxx Xxxxxxxxx -------------------------------- Andrew Armo ----------------- Xxxe: Andrew Armo Title: Xx-Xxxxxxent SHORELINE PACIFIC, LLC By: /x/ Xxrlan P. Kleiman ------------------------ Name: TitleHarlan P. Xxxxxxx Xitle: Agency Agreement Signature Page CEO Exhibit A FORM OF AGENT'S WARRANT Exhibit B FORM OF PURCHASE AGREEMENT Exhibit C B FORM OF LOCK-UP AGREEMENT [Letterhead of officer, director or major shareholder of Biopure Corporation] Biopure Corporation Public Offering of Common Stock January __, 2005OPINION OF ROPES & GRAY LLP