Exhibit 4.13


 


ALLOS THERAPEUTICS, INC.


 


and


 


                      ,
As Warrant Agent


 


 


FORM OF PREFERRED STOCK

WARRANT AGREEMENT


 


Dated As
Of
                                             


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  1

  	
   

  	
  ISSUANCE
  OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Issuance of Warrants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Execution
  and Delivery of Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  Issuance of Warrant
  Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  WARRANT PRICE, DURATION AND EXERCISE OF
  WARRANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Warrant
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Duration of Warrants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Exercise of Warrants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
   

  	
  OTHER
  PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  No
  Rights as Warrant Securityholder Conferred by Warrants or Warrant
  Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Lost,
  Stolen, Mutilated or Destroyed Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Holder
  of Warrant Certificate May Enforce Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Adjustments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.5

  	
   

  	
  Notice to Warrantholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.6

  	
   

  	
  [If
  the Warrants are subject to acceleration by the Company, insert—Acceleration
  of Warrants by the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
   

  	
  EXCHANGE
  AND TRANSFER OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Exchange
  and Transfer of Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Treatment
  of Holders of Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Cancellation of
  Warrant Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  CONCERNING THE
  WARRANT AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Warrant
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Conditions of
  Warrant Agent’s Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Resignation
  and Appointment of Successor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Notices
  and Demands to the Company and Warrant Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Addresses

  	
   

  



 


-i-

















 


	
  6.4

  	
   

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Delivery of Prospectus

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Obtaining of
  Governmental Approvals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.7

  	
   

  	
  Persons
  Having Rights Under Warrant Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.8

  	
   

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.9

  	
   

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.10

  	
   

  	
  Inspection of Agreement

  	
   

  



 


-ii-

















 


ALLOS THERAPEUTICS, INC.


Form of Preferred Stock Warrant Agreement


 


Preferred Stock Warrant
Agreement, dated as of       
between Allos
Therapeutics, Inc., a Delaware corporation (the “Company”) and
                   ,
a [corporation] [national banking association] organized and existing under the
laws of
                
and having a corporate trust office in
            , as
warrant agent (the “Warrant
Agent”).


 


Whereas,
the Company proposes to sell [if Warrants are sold with other securities -
[title of such other securities being offered] (the “Other Securities”)
with] warrant certificates evidencing one or more warrants (the “Warrants” or,
individually, a “Warrant”)
representing the right to purchase [title of Preferred Stock purchasable
through exercise of Warrants] (the “Warrant Securities”), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the “Warrant
Certificates”; and


 


Whereas,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things,
the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, registered, transferred, exchanged,
exercised and replaced;


 


Now Therefore,
in consideration of the premises and of the mutual agreements herein contained,
the parties hereto agree as follows:


 


ARTICLE
1




ISSUANCE
OF WARRANTS AND EXECUTION AND 

DELIVERY OF WARRANT CERTIFICATES


 


1.1          Issuance of
Warrants.  [If Warrants alone - Upon issuance, each
Warrant Certificate shall evidence one or more Warrants.]  [If Other Securities and Warrants - Warrants
shall be [initially] issued in connection with the issuance of the Other
Securities [but shall be separately transferable on and after                                        
(the “Detachable Date”)]
[and shall not be separately transferable] and each Warrant Certificate shall
evidence one or more Warrants.]  Each
Warrant evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase one Warrant Security.  [If Other Securities and Warrants - Warrant
Certificates shall be initially issued in units with the Other Securities and
each Warrant Certificate included in such a unit shall evidence                    
Warrants for each [$              
principal amount]
[              
shares] of Other Securities included in such unit.]


 


1.2          Execution and Delivery of Warrant Certificates.  Each Warrant Certificate, whenever issued,
shall be in registered form substantially in the form set forth in
Exhibit A hereto, shall be dated the date of its countersignature by the
Warrant Agent and may have such


 


1

















 


letters, numbers, or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which the Warrants
may be listed, or to conform to usage. 
The Warrant Certificates shall be signed on behalf of the Company by any
of its present or future chief executive officers, presidents, senior vice
presidents, vice presidents, chief financial officers, chief legal officers,
treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon.  Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates.  The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


 


No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent.  Such signature by the Warrant Agent upon any
Warrant Certificate executed by the Company shall be conclusive evidence that
the Warrant Certificate so countersigned has been duly issued hereunder.


 


In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.


 


The term “holder” or “holder of a Warrant Certificate” as used herein
shall mean any person in whose name at the time any Warrant Certificate shall
be registered upon the books to be maintained by the Warrant Agent for that
purpose [If Other Securities and Warrants are not immediately detachable - or
upon the registration of the Other Securities prior to the Detachable
Date.  Prior to the Detachable Date, the
Company will, or will cause the registrar of the Other Securities to, make
available at all times to the Warrant Agent such information as to holders of
the Other Securities as may be necessary to keep the Warrant Agent’s records up
to date].


 


1.3          Issuance
of Warrant Certificates. 
Warrant Certificates evidencing the right to purchase Warrant Securities
may be executed by the Company and delivered to the Warrant Agent upon the
execution of this Warrant Agreement or from time to time thereafter.  The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign such
Warrant Certificates and shall deliver such Warrant Certificates to or upon the
order of the Company.


 


2

















 


ARTICLE
2




WARRANT
PRICE, DURATION AND EXERCISE OF WARRANTS


 


2.1          Warrant Price. 
During the period specified in Section 2.2, each Warrant shall,
subject to the terms of this Warrant Agreement and the applicable Warrant
Certificate, entitle the holder thereof to purchase the number of Warrant
Securities specified in the applicable Warrant Certificate at an exercise price
of $         per Warrant Security,
subject to adjustment upon the occurrence of certain events, as hereinafter
provided.  Such purchase price per
Warrant Security is referred to in this Agreement as the “Warrant Price.”


 


2.2          Duration of
Warrants.  Each Warrant may be exercised in whole or in
part at any time, as specified herein, on or after [the date thereof]
[         ] and at or before
[           ] p.m.,
[City] time, on
            or such
later date as the Company may designate by notice to the Warrant Agent and the
holders of Warrant Certificates mailed to their addresses as set forth in the
record books of the Warrant Agent (the “Expiration Date”).  Each Warrant not exercised at or before
[           ] p.m.,
[City] time, on the Expiration Date shall become void, and all rights of the
holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.


 


2.3          Exercise
of Warrants.


 


(a)           During
the period specified in Section 2.2, the Warrants may be exercised to
purchase a whole number of Warrant Securities in registered form by providing
certain information as set forth on the reverse side of the Warrant Certificate
and by paying in full, in lawful money of the United States of America, [in
cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds] the Warrant Price
for each Warrant Security with respect to which a Warrant is being exercised to
the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within
five business days of such payment by the Warrant Agent of the Warrant
Certificate with the form of election to purchase Warrant Securities set forth
on the reverse side of the Warrant Certificate properly completed and duly
executed.  The date on which payment in
full of the Warrant Price is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the date on
which the Warrant is exercised; provided,
however, that if, at the date of receipt of such Warrant
Certificates and payment in full of the Warrant Price, the transfer books for
the Warrant Securities purchasable upon the exercise of such Warrants shall be
closed, no such receipt of such Warrant Certificates and no such payment of
such Warrant Price shall be effective to constitute the person so designated to
be named as the holder of record of such Warrant Securities on such date, but
shall be effective to constitute such person as the holder of record of such
Warrant Securities for all purposes at the opening of business on the next
succeeding day on which the transfer books for the Warrant Securities
purchasable upon the exercise of such Warrants shall be opened, and the
certificates for the Warrant Securities in respect of which such Warrants are
then exercised shall be issuable as of the date on such next succeeding day on
which the transfer books shall next be opened, and until such date the Company
shall be under no duty to deliver any certificate for such Warrant
Securities.  The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it and shall advise the Company by


 


3

















 


telephone at the end of
each day on which a payment for the exercise of Warrants is received of the
amount so deposited to its account.  The
Warrant Agent shall promptly confirm such telephone advice to the Company in
writing.


 


(b)           The
Warrant Agent shall, from time to time, as promptly as practicable, advise the
Company of (i) the number of Warrant Securities with respect to which Warrants
were exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants for the
remaining Warrant Securities after such exercise, and (iv) such other
information as the Company shall reasonably require.


 


(c)           As
soon as practicable after the exercise of any Warrant, the Company shall issue
to or upon the order of the holder of the Warrant Certificate evidencing such
Warrant the Warrant Securities to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
holder.  If fewer than all of the
Warrants evidenced by such Warrant Certificate are exercised, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, a new Warrant Certificate evidencing Warrants for the
number of Warrant Securities remaining unexercised.


 


(d)           The
Company shall not be required to pay any stamp or other tax or other governmental
charge required to be paid in connection with any transfer involved in the
issue of the Warrant Securities, and in the event that any such transfer is
involved, the Company shall not be required to issue or deliver any Warrant
Security until such tax or other charge shall have been paid or it has been
established to the Company’s satisfaction that no such tax or other charge is
due.


 


(e)           Prior
to the issuance of any Warrants there shall have been reserved, and the Company
shall at all times through the Expiration Date keep reserved, out of its
authorized but unissued Warrant Securities, a number of shares sufficient to
provide for the exercise of the Warrants.


 


ARTICLE
3



OTHER PROVISIONS RELATING TO RIGHTS

OF HOLDERS OF WARRANT CERTIFICATES


 


3.1          No Rights as Warrant Securityholder Conferred by Warrants or Warrant
Certificates.  No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of dividends or distributions, if any, on the Warrant Securities or to
exercise any voting rights, except to the extent expressly set forth in this
Agreement or the applicable Warrant Certificate.


 


3.2          Lost,
Stolen, Mutilated or Destroyed Warrant Certificates.  Upon receipt by the Warrant Agent of
evidence reasonably satisfactory to it and the Company of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and/or
indemnity


 


4

















 


reasonably satisfactory to the Warrant Agent and the
Company and, in the case of mutilation, upon surrender of the mutilated Warrant
Certificate to the Warrant Agent for cancellation, then, in the absence of
notice to the Company or the Warrant Agent that such Warrant Certificate has
been acquired by a bona fide purchaser, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and deliver,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing
Warrants for a like number of Warrant Securities.  Upon the issuance of any new Warrant Certificate under this
Section 3.2, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith.  Every
substitute Warrant Certificate executed and delivered pursuant to this
Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder.  The
provisions of this Section 3.2 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates.


 


3.3          Holder of Warrant Certificate May Enforce Rights.  Notwithstanding
any of the provisions of this Agreement, any holder of a Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Warrant Securities
or the holder of any other Warrant Certificate, may, in such holder’s own
behalf and for such holder’s own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to
enforce, or otherwise in respect of, such holder’s right to exercise the
Warrants evidenced by such holder’s Warrant Certificate in the manner provided
in such holder’s Warrant Certificate and in this Agreement.


 


3.4          Adjustments.


 


(a)           In
case the Company shall at any time subdivide its outstanding shares of [title
of Preferred Stock purchasable through exercise of Warrants] into a greater
number of shares, the Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant
Securities purchasable under the Warrants shall be proportionately
increased.  Conversely, in case the
outstanding shares of [title of Preferred Stock purchasable through exercise of
Warrants] of the Company shall be combined into a smaller number of shares, the
Warrant Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Securities purchasable
under the Warrants shall be proportionately decreased.


 


(b)           If
at any time or from time to time the holders of [title of Preferred Stock
purchasable through exercise of Warrants] (or any shares of stock or other
securities at the time receivable upon the exercise of the Warrants) shall have
received or become entitled to receive, without payment therefore,


 


(i)            [title
of Preferred Stock purchasable through exercise of Warrants] or any shares of
stock or other securities which are at any time directly or indirectly
convertible


 


5

















 


into or exchangeable for
[title of Preferred Stock purchasable through exercise of Warrants], or any
rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing by way of dividend or other distribution;


 


(ii)           any
cash paid or payable otherwise than in accordance with the terms of [title of
Preferred Stock purchasable through exercise of Warrants] or otherwise than as
a cash dividend paid or payable out of the Company’s current or retained
earnings;


 


(iii)         any
evidence of the Company’s indebtedness or rights to subscribe for or purchase
the Company’s indebtedness; or


 


(iv)          [title
of Preferred Stock purchasable through exercise of Warrants] or additional
stock or other securities or property (including cash) by way of spinoff,
split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of [title of Preferred Stock purchasable
through exercise of Warrants] issued as a stock split or adjustments in respect
of which shall be covered by the terms of Section 3.4(a) above),


 


then and in each such case, the
holder of each Warrant shall, upon the exercise of the Warrant, be entitled to
receive, in addition to the number of Warrant Securities receivable thereupon,
and without payment of any additional consideration therefore, the amount of
stock and other securities and property (including cash and indebtedness (or
rights to subscribe for or purchase indebtedness) which such holder would hold
on the date of such exercise had he been the holder of record of such Warrant
Securities as of the date on which holders of [title of Preferred Stock
purchasable through exercise of Warrants] received or became entitled to
receive such shares or all other additional stock and other securities and
property.


 


(c)           In
case of (i) any reclassification, capital reorganization, or change in the
[title of Preferred Stock purchasable through the exercise of the Warrants] of
the Company (other than as a result of a subdivision, combination or stock
dividend provided for in Section 3.4(a) or Section 3.4(b) above),
(ii) share exchange, merger or similar transaction of the Company with or
into another person or entity (other than a share exchange, merger or similar
transaction in which the Company is the acquiring or surviving corporation and
which does not result in any change in the [title of Preferred Stock
purchasable through the exercise of the Warrants] other than the issuance of
additional shares of [title of Preferred Stock purchasable through the exercise
of the Warrants]) or (iii) the sale, exchange, lease, transfer or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety (in any such case, a “Reorganization Event”), then, as a
condition of such Reorganization Event, lawful provisions shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the holders of the Warrants, so that the holders of the
Warrants shall have the right at any time prior to the expiration of the
Warrants to purchase, at a total price equal to that payable upon the exercise
of the Warrants, the kind and amount of shares of stock and other securities
and property receivable in connection with such Reorganization Event by a
holder of the same number of shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] as were purchasable by the holders of the
Warrants immediately prior to such Reorganization Event.  In any such case appropriate provisions
shall be made with respect to the rights and interests of the holders of the
Warrants so that the provisions hereof shall thereafter be applicable with
respect to any shares of stock or other securities and property deliverable
upon


 


6

















 


exercise the Warrants,
and appropriate adjustments shall be made to the Warrant Price payable
hereunder provided the aggregate purchase price shall remain the same.  In the case of any transaction described in
clauses (ii) and (iii) above, the Company shall thereupon be relieved of any
further obligation hereunder or under the Warrants, and the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved,
wound up or liquidated.  Such successor
or assuming entity thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Warrants issuable
hereunder which heretofore shall not have been signed by the Company, and may
execute and deliver securities in its own name, in fulfillment of its
obligations to deliver Warrant Securities upon exercise of the Warrants.  All the Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof.  In any case of any such
Reorganization Event, such changes in phraseology and form (but not in
substance) may be made in the Warrants thereafter to be issued as may be
appropriate.


 


The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such Reorganization Event complies with the
provisions of this Section 3.4.


 


(d)           The
Company may, at its option, at any time until the Expiration Date, reduce the
then current Warrant Price to any amount deemed appropriate by the Board of
Directors of the Company for any period not exceeding twenty consecutive days
(as evidenced in a resolution adopted by such Board of Directors), but only
upon giving the notices required by Section 3.5 at least ten days prior to
taking such action.


 


(e)           Except
as herein otherwise expressly provided, no adjustment in the Warrant Price
shall be made by reason of the issuance of any securities of the Company or for
any other reason whatsoever.


 


(f)            No
fractional Warrant Securities shall be issued upon the exercise of Warrants.  If more than one Warrant shall be exercised
at one time by the same holder, the number of full Warrant Securities which
shall be issuable upon such exercise shall be computed on the basis of the
aggregate number of Warrant Securities purchased pursuant to the Warrants so
exercised.  Instead of any fractional
Warrant Security which would otherwise be issuable upon exercise of any
Warrant, the Company shall pay a cash adjustment in respect of such fraction in
an amount equal to the same fraction of the last sales price (or bid price if
there were no sales) per Warrant Security, in either case as reported on the
New York Stock Exchange Composite Tape on the business day which next precedes
the day of exercise or, if the Warrant Securities are not then listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the Warrant Securities are listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotations System (“NASDAQ”), or if the
Warrant Securities are not then listed or admitted to trading on any national
securities exchange or quoted on the National Market System of NASDAQ, the
average of the closing high bid and low asked prices in the over-the-counter
market, as reported by NASDAQ, or such other system then in use, or if on any
such date the Warrant Securities are not quoted by any such organization, an
amount equal to the same fraction


 


7

















 


of the average of the
closing bid and asked prices as furnished by any New York Stock Exchange firm
selected from time to time by the Company for that purpose at the close of
business on the business day which next precedes the day of exercise.


 


(g)           Whenever
the Warrant Price then in effect is adjusted as herein provided, the Company
shall mail to each holder of the Warrants at such holder’s address as it shall
appear on the books of the Company a statement setting forth the adjusted
Warrant Price then and thereafter effective under the provisions hereof,
together with the facts, in reasonable detail, upon which such adjustment is
based.


 


3.5          Notice to
Warrantholders.  In case the Company shall (a) effect any
dividend or distribution described in Section 3.4(b), (b) effect any
Reorganization Event, (c) make any distribution on or in respect of the [title
of Preferred Stock purchasable through the exercise of the Warrants] in
connection with the dissolution, liquidation or winding up of the Company, or
(d) reduce the then current Warrant Price pursuant to Section 3.4(d), then
the Company shall mail to each holder of Warrants at such holder’s address as
it shall appear on the books of the Warrant Agent, at least ten days prior to
the applicable date hereinafter specified, a notice stating (x) the record date
for such dividend or distribution, or, if a record is not to be taken, the date
as of which the holders of record of [title of Preferred Stock purchasable
through the exercise of Warrants] that will be entitled to such dividend or
distribution are to be determined, (y) the date on which such Reorganization
Event, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of [title of Preferred
Stock purchasable through the exercise of the Warrants] of record shall be
entitled to exchange their shares of [title of Preferred Stock purchasable
through the exercise of the Warrants] for securities or other property
deliverable upon such Reorganization Event, dissolution, liquidation or winding
up, or (z) the first date on which the then current Warrant Price shall be
reduced pursuant to Section 3.4(d). 
No failure to mail such notice nor any defect therein or in the mailing
thereof shall affect any such transaction or any adjustment in the Warrant
Price required by Section 3.4.


 


3.6          [If the Warrants are subject to
acceleration by the Company, insert—Acceleration of Warrants by the Company.


 


(a)           At
any time on or after
                 ,
the Company shall have the right to accelerate any or all Warrants at any time
by causing them to expire at the close of business on the day next preceding a
specified date (the “Acceleration
Date”), if the Market Price (as hereinafter defined) of the
[title of Preferred Stock purchasable through the exercise of the Warrants]
equals or exceeds
                 
percent (        %) of the then
effective Warrant Price on any twenty Trading Days (as hereinafter defined)
within a period of thirty consecutive Trading Days ending no more than five
Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.


 


(b)           “Market
Price” for each Trading Day shall be, if the [title of Preferred Stock
purchasable through the exercise of the Warrants] is listed or admitted for
trading on the New York Stock Exchange, the last reported sale price, regular
way (or, if no such price is reported, the average of the reported closing bid
and asked prices, regular way) of [title of Preferred Stock purchasable through
the exercise of the Warrants], in either case as reported on


 


8

















 


the New York Stock Exchange
Composite Tape or, if the [title of Preferred Stock purchasable through the
exercise of the Warrants] is not listed or admitted to trading on the New York
Stock Exchange, on the principal national securities exchange on which the
[title of Preferred Stock purchasable through the exercise of the Warrants] is
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Market System of NASDAQ or, if
not listed or admitted to trading on any national securities exchange or quoted
on the National Market System of NASDAQ, the average of the closing high bid
and low asked prices in the over-the-counter market, as reported by NASDAQ, or
such other system then in use, or if on any such date the shares of [title of
Preferred Stock purchasable through the exercise of the Warrants] are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose. 
“Trading Day” shall be each Monday through Friday, other than any day on
which securities are not traded in the system or on the exchange that is the
principal market for the [title of Preferred Stock purchasable through the exercise
of the Warrants], as determined by the Board of Directors of the Company.


 


(c)           In
the event of an acceleration of less than all of the Warrants, the Warrant
Agent shall select the Warrants to be accelerated by lot, pro rata or in such
other manner as it deems, in its discretion, to be fair and appropriate.


 


(d)           Notice
of an acceleration specifying the Acceleration Date shall be sent by mail first
class, postage prepaid, to each registered holder of a Warrant Certificate
representing a Warrant accelerated at such holder’s address appearing on the
books of the Warrant Agent not more than sixty days nor less than thirty days
before the Acceleration Date.  Such
notice of an acceleration also shall be given no more than twenty days, and no
less than ten days, prior to the mailing of notice to registered holders of
Warrants pursuant to this Section 3.6, by publication at least once in a
newspaper of general circulation in the City of New York.


 


(e)           Any
Warrant accelerated may be exercised until
[           ] p.m.,
[City] time, on the business day next preceding the Acceleration Date.  The Warrant Price shall be payable as
provided in Section 2.]


 


ARTICLE 4


 


EXCHANGE
AND TRANSFER OF WARRANT CERTIFICATES


 


4.1          Exchange and Transfer of Warrant Certificates.  [If Other Securities with Warrants which are
immediately detachable - Upon] [If Other Securities with Warrants which are not
immediately detachable - Prior to the Detachable Date, a Warrant Certificate
may be exchanged or transferred only together with the Other Security to which
the Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Other
Security.  Prior to any Detachable Date,
each transfer of the Other Security shall operate also to transfer the related
Warrant Certificates.  After the
Detachable Date, upon] surrender at the corporate trust office of the Warrant
Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or the transfer
thereof may be registered in whole or in part; provided
that such other Warrant Certificates evidence Warrants for the same
aggregate number of


 


9

















 


Warrant Securities as the Warrant Certificates so
surrendered.  The Warrant Agent shall
keep, at its corporate trust office, books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates, upon surrender of
the Warrant Certificates to the Warrant Agent at its corporate trust office for
exchange or registration of transfer, properly endorsed or accompanied by
appropriate instruments of registration of transfer and written instructions
for transfer, all in form satisfactory to the Company and the Warrant
Agent.  No service charge shall be made
for any exchange or registration of transfer of Warrant Certificates, but the
Company may require payment of a sum sufficient to cover any stamp or other tax
or other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. 
Whenever any Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested.  The Warrant
Agent shall not be required to effect any exchange or registration of transfer
which will result in the issuance of a Warrant Certificate evidencing a Warrant
for a fraction of a Warrant Security or a number of Warrants for a whole number
of Warrant Securities and a fraction of a Warrant Security.  All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations and entitled to the
same benefits under this Agreement as the Warrant Certificate surrendered for
such exchange or registration of transfer.


 


4.2          Treatment of Holders of Warrant Certificates.  [If Other Securities and Warrants are not
immediately detachable - Prior to the Detachable Date, the Company, the Warrant
Agent and all other persons may treat the owner of the Other Security as the
owner of the Warrant Certificates initially attached thereto for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced by such Warrant Certificates, any notice to the contrary
notwithstanding.  After the Detachable
Date and prior to due presentment of a Warrant Certificate for registration of
transfer, the]  [T]he Company, the
Warrant Agent and all other persons may treat the registered holder of a
Warrant Certificate as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.


 


4.3          Cancellation of Warrant Certificates.  Any Warrant Certificate surrendered for
exchange, registration of transfer or exercise of the Warrants evidenced
thereby shall, if surrendered to the Company, be delivered to the Warrant Agent
and all Warrant Certificates surrendered or so delivered to the Warrant Agent
shall be promptly canceled by the Warrant Agent and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall
be issued hereunder in exchange therefor or in lieu thereof.  The Warrant Agent shall deliver to the
Company from time to time or otherwise dispose of canceled Warrant Certificates
in a manner satisfactory to the Company.


 


ARTICLE 5


 


CONCERNING
THE WARRANT AGENT


 


5.1          Warrant Agent. 
The Company hereby appoints
                     
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms


 


10

















 


and subject to the conditions herein set forth, and
                
hereby accepts such appointment.  The
Warrant Agent shall have the powers and authority granted to and conferred upon
it in the Warrant Certificates and hereby and such further powers and authority
to act on behalf of the Company as the Company may hereafter grant to or confer
upon it.  All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.


 


5.2          Conditions of Warrant Agent’s Obligations.  The Warrant Agent accepts its obligations
herein set forth upon the terms and conditions hereof, including the following
to all of which the Company agrees and to all of which the rights hereunder of
the holders from time to time of the Warrant Certificates shall be subject:


 


(a)           Compensation and Indemnification.  The Company agrees promptly to pay the
Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including reasonable counsel
fees) incurred without negligence, bad faith or willful misconduct by the
Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent.  The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, including the reasonable costs and
expenses of defending against any claim of such liability.


 


(b)           Agent for the Company.  In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.


 


(c)           Counsel.  The Warrant Agent may consult with counsel
satisfactory to it, which may include counsel for the Company, and the written
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice of such counsel.


 


(d)           Documents.  The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or omitted by it
in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.


 


(e)           Certain Transactions.  The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee
or body of holders of Warrant Securities or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder.  Nothing in this Warrant Agreement shall


 


11

















 


be deemed to prevent the
Warrant Agent from acting as trustee under any indenture to which the Company
is a party.


 


(f)            No Liability for Interest.  Unless otherwise agreed with the Company,
the Warrant Agent shall have no liability for interest on any monies at any
time received by it pursuant to any of the provisions of this Agreement or of
the Warrant Certificates.


 


(g)           No Liability for Invalidity.  The Warrant Agent shall have no liability
with respect to any invalidity of this Agreement or any of the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h)           No Responsibility for Representations.  The Warrant Agent shall not be responsible
for any of the recitals or representations herein or in the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon), all
of which are made solely by the Company.


 


(i)            No Implied Obligations.  The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent.  The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any
expense or liability, the payment of which within a reasonable time is not, in
its reasonable opinion, assured to it. 
The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates.  The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in
the performance of its covenants or agreements contained herein or in the
Warrant Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.2 hereof, to make any demand upon the Company.


 


5.3          Resignation and Appointment of
Successor.


 


(a)           The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrants have been exercised or are no longer exercisable.


 


(b)           The
Warrant Agent may at any time resign as agent by giving written notice to the
Company of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided
that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees.  The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the intended date when it
shall become effective.  Such
resignation or removal shall take effect upon the appointment by the Company,
as hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company authorized under the laws of the jurisdiction of its organization
to exercise


 


12

















 


corporate trust powers)
and the acceptance of such appointment by such successor Warrant Agent.  The obligation of the Company under Section
5.2(a) shall continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.


 


(c)           In
case at any time the Warrant Agent shall resign, or shall be removed, or shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall commence a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or under any other applicable Federal or state
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Warrant Agent or its property
or affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action, or a decree
or order for relief by a court having jurisdiction in the premises shall have
been entered in respect of the Warrant Agent in an involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or similar law, or a decree
or order by a court having jurisdiction in the premises shall have been entered
for the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant Agent
or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent.  Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to
be Warrant Agent hereunder.


 


(d)           Any
successor Warrant Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor and to the Company an instrument accepting such
appointment hereunder, and thereupon such successor Warrant Agent, without any
further act, deed or conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with
like effect as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities
and other property on deposit with or held by such predecessor, as Warrant
Agent hereunder.


 


(e)           Any
corporation into which the Warrant Agent hereunder may be merged or converted
or any corporation with which the Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation to which the Warrant Agent
shall sell or otherwise transfer all or substantially all the assets and
business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.


 


13

















 


ARTICLE 6


 


MISCELLANEOUS


 


6.1          Amendment.  This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action shall not materially adversely
affect the interests of the holders of the Warrant Certificates.


 


6.2          Notices
and Demands to the Company and Warrant Agent.  If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.


 


6.3          Addresses.  Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
                    ,
Attention:
                
and any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Allos Therapeutics, Inc., 11080 CirclePoint
Road, Suite 200, Westminster, Colorado 80020, Attention:  Corporate Secretary (or such other address
as shall be specified in writing by the Warrant Agent or by the Company).


 


6.4          Governing Law.  This Agreement and each Warrant Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York.


 


6.5          Delivery of
Prospectus.  The Company shall furnish to the Warrant
Agent sufficient copies of a prospectus meeting the requirements of the
Securities Act of 1933, as amended, relating to the Warrant Securities
deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent
agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to
the holder of the Warrant Certificate evidencing such Warrant, prior to or
concurrently with the delivery of the Warrant Securities issued upon such
exercise, a Prospectus.


 


The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.


 


6.6          Obtaining
of Governmental Approvals.  The Company will from time to time take all
action which may be necessary to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and securities
act filings under United States Federal and state laws (including without
limitation a registration statement in respect of the Warrants and Warrant
Securities under the Securities Act of 1933, as amended), which may be or
become requisite in connection with the issuance, sale, transfer, and delivery
of the Warrant Securities issued upon exercise of the Warrants, the issuance,
sale, transfer and delivery of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.


 


6.7          Persons Having Rights Under Warrant Agreement.  Nothing in this Agreement shall give to any
person other than the Company, the Warrant Agent and the holders of the Warrant
Certificates any right, remedy or claim under or by reason of this Agreement.


 


14

















 


6.8          Headings.  The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


 


6.9          Counterparts.  This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.


 


6.10        Inspection
of Agreement.  A copy of this Agreement shall be available
at all reasonable times at the principal corporate trust office of the Warrant
Agent for inspection by the holder of any Warrant Certificate.  The Warrant Agent may require such holder to
submit his Warrant Certificate for inspection by it.


 


15

















 


In Witness Whereof,
the parties hereto have caused this Agreement to be duly executed, all as of
the day and year first above written.


	
   

  	
   

  	
  Allos
  Therapeutics, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


[Signature
Page to Preferred Stock Warrant Agreement]


 

















 


Exhibit A


 


FORM OF WARRANT CERTIFICATE

[Face of Warrant Certificate]


 


	
  [Form if Warrants are attached to Other Securities
  and are not immediately detachable.

  	
   

  	
  Prior to
                 ,
  this Warrant Certificate cannot be transferred or exchanged unless attached
  to a [Title of Other Securities].]

  
	
   

  	
   

  	
   

  
	
  [Form of Legend if Warrants are not immediately
  exercisable.

  	
   

  	
  Prior to
                 ,
  Warrants evidenced by this Warrant Certificate cannot be exercised.]

  



 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

AGENT AS PROVIDED HEREIN


 


VOID AFTER
[            ]
P.M., [CITY] TIME, ON
              ,


 


ALLOS THERAPEUTICS, INC.


 


WARRANT CERTIFICATE REPRESENTING

WARRANTS TO PURCHASE

[TITLE OF WARRANT SECURITIES]


 


 


	
  No.
                        

  	
   

  	
                      
  Warrants

  



 


This certifies that
                
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner [if Warrants are attached to Other
Securities and are not immediately detachable - , subject to the registered
owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),]
to purchase, at any time [after
[              ]
p.m., [City] time, on              
and] on or before
[            ]
p.m., [City] time, on               ,
                   
shares of [Title of Warrant Securities] (the “Warrant Securities”), of Allos Therapeutics,
Inc. (the “Company”)
on the following basis:  during the
period from
              ,
through and including                ,
the exercise price per Warrant Security will be
$              ,
subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant
Price”).  The Holder may
exercise the Warrants evidenced hereby by providing certain information set
forth on the back hereof and by paying in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New
York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price for each Warrant Security with respect to which this
Warrant is exercised to the Warrant Agent (as hereinafter defined) and by
surrendering this Warrant Certificate, with the purchase form on the back
hereof duly executed, at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the “Warrant Agent”), which is, on the date
hereof, at the address specified on the reverse hereof, and upon compliance
with and subject to the conditions set forth herein and in the Warrant
Agreement (as hereinafter defined).


 


A-1

















 


The term “Holder”
as used herein shall mean [if Warrants are attached to Other Securities and are
not immediately detachable - prior to
                 ,
             (the “Detachable Date”),
the registered owner of the Company’s [title of Other Securities] to which this
Warrant Certificate was initially attached, and after such Detachable Date,]
the person in whose name at the time this Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by this Warrant Certificate may be exercised to
purchase a whole number of Warrant Securities in registered form.  Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the
Holder hereof a new Warrant Certificate evidencing Warrants for the number of Warrant
Securities remaining unexercised.


 


This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of
                   ,
        (the “Warrant Agreement”), between the Company and
the Warrant Agent and is subject to the terms and provisions contained in the
Warrant Agreement, to all of which terms and provisions the Holder of this
Warrant Certificate consents by acceptance hereof.  Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent.


 


[If Warrants are attached to Other Securities and are not immediately
detachable - Prior to the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities]
(the “Other Securities”)
to which this Warrant Certificate was initially attached, and only for the
purpose of effecting or in conjunction with, an exchange or transfer of such
Other Security.  Additionally, on or
prior to the Detachable Date, each transfer of such Other Security on the
register of the Other Securities shall operate also to transfer this Warrant
Certificate.  After such date, transfer
of this] [If Warrants are attached to Other Securities and are immediately
detachable – Transfer of this] Warrant Certificate may be registered when this
Warrant Certificate is surrendered at the corporate trust office of the Warrant
Agent by the registered owner or such owner’s assigns, in the manner and
subject to the limitations provided in the Warrant Agreement.


 


[If Other Securities with Warrants which are not immediately detachable
- Except as provided in the immediately preceding paragraph, after] [If Other
Securities with Warrants which are immediately detachable or Warrants alone -
After] countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing Warrants for the same aggregate number of Warrant Securities.


 


This Warrant Certificate shall not entitle the Holder hereof to any of
the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of dividends or distributions, if
any, on the Warrant Securities (except to the extent set forth in the Warrant
Agreement) or to exercise any voting rights.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


A-2

















 


This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.


 


In Witness Whereof, the
Company has caused this Warrant to be executed in its name and on its behalf by
the facsimile signatures of its duly authorized officers.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  Allos
  Therapeutics, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  As Warrant Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  	
   

  
								



 


A-3

















 


[REVERSE OF WARRANT CERTIFICATE]


 


(Instructions for Exercise of Warrant)


 


To exercise any Warrants evidenced hereby for Warrant Securities (as
hereinafter defined), the Holder must pay, in lawful money of the United States
of America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of
Warrant Agent], Attn: 
                 ,
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder.  In addition,
the Holder must complete the information required below and present this
Warrant Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set forth
above.  This Warrant Certificate,
completed and duly executed, must be received by the Warrant Agent within five
business days of the payment.


 


(To be executed upon exercise of Warrants)


 


The undersigned hereby irrevocably elects to exercise
            
Warrants, evidenced by this Warrant Certificate, to purchase
                 
shares of the [Title of Warrant Securities] (the “Warrant Securities”), of Allos
Therapeutics, Inc. and represents that he has tendered payment for such Warrant
Securities, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], to the order of Allos
Therapeutics, Inc., c/o [insert name and address of Warrant Agent], in the
amount of
$              
in accordance with the terms hereof. 
The undersigned requests that said Warrant Securities be in fully
registered form in the authorized denominations, registered in such names and
delivered all as specified in accordance with the instructions set forth below.


 


If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
evidencing the Warrants for the number of Warrant Securities remaining
unexercised be issued and delivered to the undersigned unless otherwise
specified in the instructions below.


 


	
  Dated

  	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  
						



 


A-4

















 


	
   

  	
   

  
	
   

  	
  (Insert Social Security or Other Identifying Number
  of Holder)

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  (Signature must
  conform in all respects to name of holder as specified on the face of this
  Warrant Certificate and must bear a signature guarantee by a bank, trust
  company or member broker of the New York, Midwest or Pacific Stock Exchange)

  



 


This Warrant may be exercised at the following
addresses:


 


	
  By hand at

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By mail at

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


[Instructions as to form and delivery of Warrant
Securities and, if applicable, Warrant Certificates evidencing Warrants for the
number of Warrant Securities remaining unexercised – complete as appropriate.]


 


A-5

















 


ASSIGNMENT


 


[Form of assignment to be executed if

Warrant Holder desires to transfer Warrant)


 


FOR VALUE RECEIVED,
                                 
hereby sells, assigns and transfers unto:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Please print name and address including zip code)

  	
   

  	
  Please insert Social Security or other identifying
  number

  



 


the right represented by the within Warrant to
purchase
             
shares of [Title of Warrant Securities] of Allos Therapeutics, Inc. to which
the within Warrant relates and appoints
               
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform in all respects to name of
  holder as specified on the face of the Warrant)

  
	
  Signature Guaranteed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-6