Exhibit 4.7


 


ALLOS THERAPEUTICS, INC.


 


and


 












 


As Depositary


 


and


 


HOLDERS OF DEPOSITARY RECEIPTS


 


 


	
   

  	
   

  	
   

  
	
   

  	
  DEPOSIT
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  



 


 


Dated as of


 












 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  FORM
  OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER
  AND REDEMPTION AND REPURCHASE OF RECEIPTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1.

  	
   

  	
  Form
  and Transfer of Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.2.

  	
   

  	
  Deposit
  of Stock; Execution and Delivery of Receipts in Respect Thereof

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.3.

  	
   

  	
  Redemption
  and Repurchase of Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.4.

  	
   

  	
  Register
  of Transfer of Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.5.

  	
   

  	
  Combination
  and Split-ups of Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.6.

  	
   

  	
  Surrender
  of Receipts and Withdrawal of Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.7.

  	
   

  	
  Limitations
  on Execution and Delivery, Transfer, Split-up, Combination and Surrender of
  Receipts and Withdrawal or Deposit of Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.8.

  	
   

  	
  Lost Receipts,
  etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.9.

  	
   

  	
  Cancellation
  and Destruction of Surrendered Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.10.

  	
   

  	
  Conversion

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CERTAIN
  OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 3.1.

  	
   

  	
  Filing
  Proofs, Certificates and Other Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.2.

  	
   

  	
  Payment
  of Taxes or Other Governmental Charges

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.3.

  	
   

  	
  Withholding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.4.

  	
   

  	
  Representations
  and Warranties as to Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  THE STOCK, NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1.

  	
   

  	
  Cash
  Distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.2.

  	
   

  	
  Distributions
  Other Than Cash

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.3.

  	
   

  	
  Subscription
  Rights, Preferences or Privileges

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.4.

  	
   

  	
  Notice
  of Dividends, Fixing of Record Date for Holders of Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.5.

  	
   

  	
  Voting Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.6.

  	
   

  	
  Changes
  Affecting Stock and Reclassifications, Recapitalizations, etc

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.7.

  	
   

  	
  Reports

  	
   

  
						



 


i

















 


	
   

  	
  Section 4.8.

  	
   

  	
  Lists of
  Receipt Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  THE
  DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1.

  	
   

  	
  Maintenance
  of Offices, Agencies, Transfer Books by the Depositary; the Registrar

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.2.

  	
   

  	
  Prevention
  or Delay in Performance by the Depositary, the Depositary’s Agents, the
  Registrar or the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.3.

  	
   

  	
  Obligations
  of the Depositary, the Depositary’s Agents, the Registrar and the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.4.

  	
   

  	
  Resignation
  and Removal of the Depositary, Appointment of Successor Depositary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.5.

  	
   

  	
  Corporate
  Notices and Reports

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.6.

  	
   

  	
  Deposit
  of Stock by the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.7.

  	
   

  	
  Indemnification
  by the Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.8.

  	
   

  	
  Fees,
  Charges and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  AMENDMENT
  AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1.

  	
   

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.2.

  	
   

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 7.1.

  	
   

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.2.

  	
   

  	
  Exclusive
  Benefits of Parties

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.3.

  	
   

  	
  Invalidity
  of Provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.4.

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.5.

  	
   

  	
  Depositary’s
  Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.6.

  	
   

  	
  Holders
  of Receipts Are Parties

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.7.

  	
   

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.8.

  	
   

  	
  Headings

  	
   

  
							



 


ii

















 


An extra section break has
been inserted above this paragraph. Do not delete this section break if
you plan to add text after the Table of Contents/Authorities.  Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.


 

















 


DEPOSIT AGREEMENT


 


DEPOSIT
AGREEMENT, dated as of
                         
among ALLOS THERAPEUTICS, INC., a
Delaware corporation,
                                    ,
a                                 
existing under the laws of the State of
                                  ,
as Depositary, and all holders from time to time of Receipts issued hereunder.


 


W I T N E S S E T H:


 


WHEREAS,
the Company desires to provide as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of the Stock with the Depositary, as agent
for the holders of the Receipts evidencing Depositary Shares representing an
interest in the Stock so deposited, for the purposes set forth in this Deposit
Agreement and for the issuance hereunder of such Receipts; and


 


WHEREAS,
the Receipts are to be substantially in the form annexed as Exhibit A to this
Deposit Agreement, with appropriate insertions, modifications and omissions to
reflect the terms of any Certificate of Designation and otherwise, as
hereinafter provided in this Deposit Agreement.


 


NOW,
THEREFORE, in consideration of the premises contained herein,
it is agreed by and among the parties hereto as follows:


 


ARTICLE I


 


DEFINITIONS


 


The following definitions shall apply to the respective
terms (in the singular and plural forms of such terms) used in this Deposit
Agreement and the Receipts:


 


“Certificate
of Designation” shall mean the Certificate of Designation
establishing and setting forth the rights, preferences, privileges, limitations
and restrictions of the Stock, as filed with the Secretary of State of the
State of Delaware.


 


“Certificate
of Incorporation” shall mean the Amended and Restated
Certificate of Incorporation, as amended or as amended and restated from time
to time, of the Company.


 


“Company”
shall mean Allos Therapeutics, Inc., a Delaware corporation, and its
successors.


 


“Corporate
Office” shall mean the office of the Depositary in
                  ,
at which at any particular time its business in respect of matters governed by
this Deposit Agreement shall be administered, which at the date of this Deposit
Agreement is located at
                        .


 


1

















 


“Deposit
Agreement” shall mean this agreement, as the same may be
amended, modified or supplemented from time to time to reflect the terms of any
Certificate of Designation or otherwise in accordance with the provisions
hereof.


 


“Depositary”
shall mean
                    ,
as Depositary hereunder, and any successor as Depositary hereunder.


 


“Depositary
Share” shall mean the rights evidenced by the Receipts
executed and delivered hereunder, including the interests in Stock granted to
holders of Receipts pursuant to the terms and conditions of the Deposit Agreement.  Each Depositary Share shall represent an
interest in
             
of one share of Stock deposited with the Depositary hereunder and the same proportionate
interest in any and all other property received by the Depositary in respect of
such share of Stock and held under this Deposit Agreement.  Subject to the terms of this Deposit
Agreement, each record holder of a Receipt evidencing a Depositary Share or
Shares is entitled, proportionately, to all the rights, preferences and
privileges, and subject to all the qualifications and restrictions, of the
Stock represented by such Depositary Share or Shares, including any dividend,
voting, conversion, redemption, liquidation and sinking fund rights contained
in the Certificate of Designation, and to the benefits of all obligations and
duties of the Company in respect of the Stock under the Certificate of
Designation and the Certificate of Incorporation.


 


“Depositary’s
Agent” shall mean an agent appointed by the Depositary as
provided, and for the purposes specified, in Section 7.5.


 


“Receipt”
shall mean a Depositary Receipt executed and delivered hereunder, in
substantially the form of Exhibit A hereto, evidencing a Depositary Share or
Shares, as the same may be amended from time to time to reflect the terms of
any Certificate of Designation or otherwise in accordance with the provisions
hereof.


 


“Record
holder” or “holder” as applied to a Receipt shall mean
the person in whose name a Receipt is registered on the books maintained by or
on behalf of the Depositary for such purpose.


 


“Registrar”
shall mean any company appointed to register ownership and transfers of
Receipts as herein provided.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Stock”
shall mean shares of the Company’s
                            
Preferred Stock, Series
                            ,
par value $0.001 per share.


 


ARTICLE II


 


FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER AND REDEMPTION AND REPURCHASE OF RECEIPTS


 


Section 2.1. 
Form and Transfer of Receipts.  Receipts
shall be engraved or printed or lithographed unless they are evidenced by a
global receipt held by a depositary for a clearing system and shall be
substantially in the form set forth in Exhibit A annexed to this Deposit


 


2

















 


Agreement, with appropriate
insertions, modifications and omissions to reflect the terms of any Certificate
of Designation or otherwise, as hereinafter provided.  Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary; provided, however,
that such signature may be a facsimile if a Registrar (other than the
Depositary) shall have countersigned the Receipts by manual signature of a duly
authorized officer of the Registrar. 
Pending the preparation of definitive Receipts, the Depositary, upon the
written order of the Company delivered in accordance with Section 2.2,
shall execute and deliver temporary Receipts which shall be printed,
lithographed, typewritten, or otherwise reproduced substantially of the tenor
of the definitive Receipts in lieu of which they are issued and with
appropriate insertions, modifications, omissions, substitutions and other
variations as the persons executing such Receipts may determine are necessary
for such temporary Receipts, as evidenced by their execution of such temporary
Receipts.  If temporary Receipts are
issued, the Company and the Depositary will cause definitive Receipts to be
prepared without unreasonable delay; provided that if such temporary Receipts
are global Receipts held by a depositary for a clearing system, definitive
Receipts need not be prepared until the Receipts cease to be so held.  After the preparation of definitive
Receipts, the temporary Receipts shall be exchangeable for definitive Receipts
upon surrender of the temporary Receipts at the Corporate Office or such other
office as the Depositary may designate, without charge to the holder.  Upon surrender for cancellation of any one
or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of
Depositary Shares as represented by the surrendered temporary Receipt or
Receipts.  Such exchange shall be made
at the Company’s expense and without any charge therefor.  Until so exchanged, the temporary Receipts
shall in all respects be entitled to the same benefits under this Deposit
Agreement, and with respect to the Stock, as definitive Receipts.


 


No Receipt shall be entitled to any benefits under this Deposit
Agreement or be valid or obligatory for any purpose unless it shall have been
executed as provided in the preceding paragraph.  The Depositary shall record on its books each Receipt executed as
provided above and delivered as hereinafter provided.  Receipts bearing the facsimile signature of anyone who was at any
time a duly authorized officer of the Depositary shall bind the Depositary,
notwithstanding that such officer has ceased to hold such office prior to the
delivery of such Receipts.


 


Receipts may be issued in denominations of any number
of whole Depositary Shares.  All
Receipts shall be dated the date of their execution.


 


Receipts may be endorsed with or have incorporated in
the text thereof such legends or recitals or changes not inconsistent with the
provisions of this Deposit Agreement as may be required by the Depositary or
required to comply with any applicable law or regulation or with the rules and
regulations of any securities exchange upon which the Stock or the Depositary
Shares may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date of issuance of the Stock or
otherwise.


 


Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer shall be transferable by delivery with the same effect
as in the case of investment securities in general;


 


3

















 


provided, however, that the Depositary may,
notwithstanding any notice to the contrary, treat the record holder thereof at
such time as the absolute owner thereof for the purpose of determining the
person entitled to distributions of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.


 


Section 2.2. 
Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof.  Subject to the terms and conditions of this
Deposit Agreement, the Company or any holder of Stock may deposit such Stock
under this Deposit Agreement by delivery to the Depositary of a certificate or
certificates for the Stock to be deposited, properly endorsed or accompanied,
if required by the Depositary, by a properly executed instrument of transfer in
form satisfactory to the Depositary, together with (i) all such
certifications as may be required by the Depositary in accordance with the
provisions of this Deposit Agreement and (ii) a written order of the
Company or such holder, as the case may be, directing the Depositary to execute
and deliver to or upon the written order of the person or persons stated in
such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.


 


Upon receipt by the Depositary of a certificate or certificates for
Stock to be deposited hereunder, together with the other documents specified
above, the Depositary shall, as soon as transfer and registration can be
accomplished, present such certificate or certificates to the registrar and
transfer agent of the Stock for transfer and registration in the name of the
Depositary or its nominee of the Stock being deposited.  Deposited Stock shall be held by the
Depositary in an account to be established by the Depositary at the Corporate
Office.


 


Upon receipt by the Depositary of a certificate or
certificates for Stock to be deposited hereunder, together with the other
documents specified above, the Depositary, subject to the terms and conditions
of this Deposit Agreement, shall execute and deliver, to or upon the order of
the person or persons named in the written order delivered to the Depositary
referred to in the first paragraph of this Section 2.2, a Receipt or
Receipts for the number of whole Depositary Shares representing the Stock so
deposited and registered in such name or names as may be requested by such
person or persons.  The Depositary shall
execute and deliver such Receipt or Receipts at the Corporate Office, except
that, at the request, risk and expense of any person requesting such delivery
and for such person’s account or, upon the order of such person, any other
person’s account, such delivery may be made at such other place as may be
designated by such person.  In each
case, delivery will be made only upon payment to the Depositary of all taxes
and other governmental charges and any fees payable in connection with such
deposit and the transfer of the deposited Stock.


 


The Company shall deliver to the Depositary from time
to time such quantities of Receipts as the Depositary may request to enable the
Depositary to perform its obligations under this Deposit Agreement.


 


Section 2.3. 
Redemption and Repurchase of Stock.  Whenever the Company shall redeem shares of
Stock in accordance with a Certificate of Designation, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary in its
capacity as Depositary not less than 3 business days’ prior notice of the
proposed date of the mailing of a notice of redemption of Stock and the
simultaneous redemption of the Depositary Shares representing the Stock to be
redeemed and of the number of such shares of Stock held by the Depositary to be
redeemed.


 


4

















 


Unless the Certificate of
Designation for a specific series of Stock provides for a different notice
period with respect to that Stock in the event of its redemption, the
Depositary shall, as directed by the Company in writing, mail, first class
postage prepaid, notice of the redemption of Stock and the proposed
simultaneous redemption of the Depositary Shares representing the Stock to be
redeemed not less than 30 and not more than 60 days prior to the date fixed for
redemption of such Stock and Depositary Shares, to the record holders of the
Receipts evidencing the Depositary Shares to be so redeemed at the addresses of
such holders as the same appear on the records of the Depositary or any
Depositary’s Agent or Registrar. 
Notwithstanding the foregoing, neither failure to mail or publish any
such notice to one or more such holders nor any defect in any notice shall
affect the sufficiency of the proceedings for redemption.  The Company shall provide the Depositary
with such notice, and each such notice shall state the method for determining
the amount payable per Depositary Share, the redemption date, and the number of
Depositary Shares to be redeemed, and such notice shall call upon each holder
of Depositary Shares to surrender, on the redemption date and at the place or
places designated by the Company, the Receipts evidencing Depositary Shares to
be redeemed.  On the date of any such
redemption the Depositary shall surrender the certificate or certificates held
by the Depositary evidencing the number of shares of Stock to be redeemed in
the manner specified in the notice of redemption of Stock provided by the
Company pursuant to the applicable Certificate of Designation.  The Depositary shall, thereafter, redeem the
number of Depositary Shares representing such redeemed Stock upon the surrender
of Receipts evidencing such Depositary Shares in the manner provided in the
notice sent to record holders of Receipts.


 


Notice having been mailed by the Depositary as aforesaid, from and
after the redemption date (unless the Company shall have failed to redeem the
shares of Stock to be redeemed by it upon the surrender of the certificate or
certificates therefor by the Depositary as described in the preceding
paragraph), the Depositary Shares called for redemption shall be deemed no
longer to be outstanding and all rights of the holders of Receipts evidencing
such Depositary Shares (except the right to receive the cash, securities or
other property payable upon redemption upon surrender of such Receipts) shall,
to the extent of such Depositary Shares, cease and terminate.  The foregoing shall be subject further to
the terms and conditions of the applicable Certificate of Designation.


 


If fewer than all the Depositary Shares are to be redeemed, the Depositary
Shares to be redeemed will be selected by lot or proportionately, as may be
determined by the Depositary.  If fewer
than all of the Depositary Shares evidenced by a Receipt are called for
redemption, the Depositary will deliver to the holder of such Receipt upon its
surrender to the Depositary, cash, securities or other property payable upon
redemption in respect of the Depositary Shares called for redemption and a new
Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.


 


The Depositary shall not be required to transfer or exchange for
another Receipt any Receipt evidencing Depositary Shares called or being called
for redemption, in whole or in part except as provided in the immediately
preceding paragraph of this Section 2.3.


 


Whenever the Company shall be required to make an offer to repurchase
Depositary Shares representing Stock in accordance with a Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as


 


5

















 


Depositary not less than 3 business days’ prior notice
of the required date of the mailing of a notice of the repurchase offer.  The Depositary shall, as directed by the Company
in writing, mail, first class postage prepaid, notice of the relevant terms of
the repurchase offer, as provided by the Company, to the record holders of the
Receipts at the addresses of such holders as the same appear on the records of
the Depositary or any Depositary’s Agent or Registrar, including:  (i) that such notice is being given pursuant
to a repurchase offer, (ii) the number of Depositary Shares and Stock for which
the offer is being made, (iii) the method for determining the amount payable
per Depositary Share, (iv) the last date, which, unless the Certificate of
Designation for a specific series of Stock provides for a different period with
respect to that Stock in the event that the Company is required to make an
offer to repurchase it, shall not be less than 30 nor more than 60 days after
the date of such notice, by which a holder must elect to accept the repurchase
offer, (v) the procedures that such holder must follow to exercise its rights,
and (vi) the procedures for withdrawing an election.


 


The Depositary shall, thereafter, receive from each holder electing to
have Depositary Shares repurchased pursuant to the repurchase offer in
accordance with the instructions in the notice, the holder’s Receipts, with an
appropriate form duly completed prior to the repurchase date.  Holders will be entitled to withdraw an
election by a written notice of withdrawal delivered to the Depositary prior to
the close of business on the repurchase date. 
The notice of withdrawal shall state the number of Depositary Shares and
the Receipt numbers to which the notice of withdrawal relates and the number of
Depositary Shares and Receipt numbers, if any, which remain subject to
election.  In case the aggregate number
of Depositary Shares offered for repurchase by the holders exceeds the amount
of Depositary Shares which the Company has offered to repurchase pursuant to
the repurchase offer, the Depositary Shares to be repurchased shall be selected
by the Depositary by lot or proportionately, as may be determined by the
Depositary.  The Depositary shall, at
the direction of the Company, cause payment to be mailed or delivered to each
tendering holder as promptly as reasonably practicable after the repurchase
date, in the amount of the repurchase price for the Depositary Shares tendered,
and any unpurchased Depositary Shares to be returned to the holder
thereof.  The foregoing is subject
further to the terms and conditions of the applicable Certificate of
Designation.


 


Section 2.4. 
Register of Transfer of Receipts.  Subject to the terms and conditions of this
Deposit Agreement, the Depositary shall register on its books from time to time
transfers of Receipts upon any surrender thereof at the Corporate Office, or
such other office as the Depositary may designate for such purpose, by the
record holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer, together with
evidence of the payment of any transfer taxes as may be required by law.  Upon such surrender, the Depositary shall
execute a new Receipt or Receipts and deliver the same to or upon the order of
the person entitled thereto evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered.


 


Section 2.5. 
Combination and Split-ups of Receipts.  Upon surrender of a Receipt or Receipts at
the Corporate Office, or such other office as the Depositary may designate for
the purpose of effecting a split-up or combination of Receipts, subject to the
terms and conditions of this Deposit Agreement, the Depositary shall execute
and deliver a new Receipt or Receipts in the authorized denominations requested
evidencing the same aggregate number of Depositary


 


6

















 


Shares evidenced by the Receipt or
Receipts surrendered; provided, however, that the Depositary shall not issue
any Receipt evidencing a fractional Depositary Share.


 


Section 2.6. 
Surrender of Receipts and Withdrawal of Stock.  Any holder of a Receipt, including the
Company, shall have the right, upon payment of any amount due to the Depositary
with respect to the Receipt, to withdraw any or all of the Stock (but only in
whole shares of Stock) represented by the Depositary Shares and all money and
other property, if any, represented by such Depositary Shares by surrendering
the Receipt or Receipts evidencing such Depositary Shares at the Corporate
Office, or at such other office as the Depositary may designate for such
withdrawals (and cancellation of the surrendered Receipts as provided in
Section 2.9). After such surrender, without unreasonable delay, the
Depositary shall deliver to the holder the whole number of shares of Stock and
all such money and other property, if any, represented by the Depositary Shares
evidenced by the Receipt or Receipts so surrendered for withdrawal.  If the Receipt or Receipts delivered by the
holder to the Depositary in connection with such withdrawal shall evidence a
number of Depositary Shares in excess of the number of whole Depositary Shares
representing the whole number of shares of Stock to be withdrawn, the
Depositary shall at the same time, in addition to such whole number of shares
of Stock and such money and other property, if any, to be withdrawn, deliver to
the holder, or (subject to Section 2.4) upon its order, a new Receipt or
Receipts evidencing such excess number of whole Depositary Shares.


 


Delivery of the Stock and such money and other
property being withdrawn may be made by the delivery of such certificates, documents
of title and other instruments as the Depositary may deem appropriate, which,
if required by the Depositary, shall be properly endorsed or accompanied by
proper instruments of transfer.


 


The Depositary shall deliver the Stock and the money and other property,
if any, represented by the Depositary Shares evidenced by Receipts surrendered
for withdrawal, without unreasonable delay, at the office at which such
Receipts were surrendered, except that, at the request, risk and expense of the
Company such delivery may be made, without unreasonable delay, at such other
place as may be designated by the Company.


 


For purposes of determining the number of Depositary Shares outstanding
on any dividend payment date, the Receipts representing Depositary Shares acquired
by the Company on or prior to such dividend payment date and not theretofore
delivered to the Depositary for withdrawal and cancellation shall be deemed to
be outstanding.


 


Section 2.7. 
Limitations on Execution and Delivery, Transfer, Split-up, Combination
and Surrender of Receipts and Withdrawal or Deposit of Stock.  As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, or surrender of
any Receipt, the delivery of any distribution thereon or withdrawal or deposit
of Stock, or the exercise of any conversion right referred to in
Section 2.10, the Depositary, any of the Depositary’s Agents, the
Registrar or the Company may require any or all of the following:  (i) payment to it of a sum sufficient
for the payment (or, in the event that the Depositary or the Company shall have
made such payment, the reimbursement to it) of any tax or other governmental
charge or fee with respect thereto (including any such tax or charge or fee
with respect to the Stock being deposited or the Stock being withdrawn or with
respect to property of


 


7

















 


the Company being issued upon
redemption or conversion); (ii) production of proof satisfactory to it as
to the identity and genuineness of any signature; and (iii) compliance
with such reasonable regulations, if any, as the Depositary or the Company may
establish not inconsistent with the provisions of this Deposit Agreement.


 


The deposit of Stock may be refused, or the registration of transfer,
split-up, combination or surrender of outstanding Receipts and the withdrawal
of deposited Stock or the exercise of any conversion right referred to in
Section 2.10 may be suspended (i) during any period when the register of
stockholders of the Company is closed, (ii) if any such action is deemed
necessary or advisable by the Depositary, any of the Depositary’s Agents or the
Company at any time or from time to time because of any requirement of law or
of any government or governmental body or commission, or under any provision of
this Deposit Agreement, or (iii) with the approval of the Company, for any
other reason.  Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under this
Deposit Agreement any shares of Stock that are required to be registered under
the Securities Act unless a registration statement under the Securities Act is
in effect as to such shares of Stock.


 


Section 2.8.  Lost Receipts, etc.  In case any Receipt shall be mutilated or
destroyed or lost or stolen, the Depositary shall execute and deliver a Receipt
of like form and tenor in exchange and substitution for such mutilated Receipt
or in lieu of and in substitution for such destroyed, lost or stolen Receipt
unless the Depositary has notice that such Receipt has been acquired by a bona
fide purchaser; provided, however, that the holder thereof provides the
Depositary with (i) evidence satisfactory to the Depositary of such
destruction, loss or theft of such Receipt, of the authenticity thereof and of
his ownership thereof, (ii) reasonable indemnification satisfactory to the
Depositary or the payment of any charges incurred by the Depositary in
obtaining insurance in lieu of such indemnification and (iii) payment of
any expense (including fees, charges and expenses of the Depositary) in
connection with such execution and delivery.


 


Section 2.9. 
Cancellation and Destruction of Surrendered Receipts.  All Receipts surrendered to the Depositary
or any Depositary’s Agent shall be cancelled by the Depositary.  Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so canceled.


 


Section 2.10. 
Conversion.  In the
event that the Stock, in accordance with its Certificate of Designation, is
convertible into the Company’s common stock or other securities, subject to the
terms and conditions of this Deposit Agreement, a holder of a Receipt or
Receipts may surrender such Receipt or Receipts at the Corporate Office or at
such other office or to a Depositary’s Agent that the Depositary may designate
for such purpose, together with a notice of conversion duly completed and
executed, thereby directing the Depositary or such Depositary’s Agent to
instruct the Company to cause the conversion of the number of shares of Stock
specified in such notice of conversion into shares of the Company’s common
stock or other securities at the rate specified in the applicable Certificate
of Designation, and an assignment of such Receipt or Receipts to the Company or
in blank, duly completed and executed, along with any other documents or
instruments and any amounts required by the applicable Certificate of
Designation.


 


8

















 


Upon receipt by the Depositary or a Depositary’s Agent of a Receipt or
Receipts, together with a notice of conversion, duly completed and executed,
directing the Depositary or such Depositary’s Agent to instruct the Company to
cause the conversion of a specified number of shares of Stock at the rate
specified in the applicable Certificate of Designation, and an assignment of
such Receipt or Receipts to the Company or in blank, duly completed and
executed, along with any other documents or instruments or amounts referred to
in the preceding paragraph, the Depositary or such Depositary’s Agent shall
instruct the Company, subject to any adjustment provided for in the applicable
Certificate of Designation, (i) to cause the conversion at the rate
specified in the applicable Certificate of Designation of the number of shares
of Stock represented by the Depositary Shares evidenced by the Receipt or
Receipts so surrendered for conversion as specified in the written notice to
the Depositary or such Depositary’s Agent and (ii) to cause the delivery
to the holder of such Receipt or Receipts of (a) a certificate or
certificates evidencing the number of whole shares of the Company’s common
stock or other securities into which such Stock has been converted, and
(b) the amount of cash or other property, if any, to which such holder is
entitled in lieu of fractional shares of, or fractional interests in, the
Company’s common stock or other securities otherwise deliverable by the Company
upon such conversion, calculated in accordance with the applicable Certificate
of Designation.  The Company shall as
promptly as practicable after receipt thereof cause the delivery of the
certificate or certificates and cash or other property, if any, referred to in
clauses (a) and (b) above, and such conversion shall be deemed to have been
effected immediately prior to the close of business on the date of such receipt
and shall occur at the rate specified in the Certificate of Designation in
effect at such time and on such date. 
Upon such conversion, the Depositary or such Depositary’s Agent
(i) shall deliver to the holder a Receipt evidencing the number of
Depositary Shares evidenced by the surrendered Receipt or Receipts in excess of
the number of Depositary Shares evidenced by such Receipt or Receipts that have
been so converted, (ii) shall cancel the Receipts surrendered for
conversion and (iii) shall deliver to the Company for cancellation the
number of shares of Stock evidenced by the Receipts so surrendered and so
converted.  Upon the delivery of the
shares of Stock to be cancelled due to such conversion by the Depositary or
such Depositary’s Agent to the Company, the Company shall deliver to the
Depositary or such Depositary’s Agent, as applicable, a certificate or
certificates evidencing the number of shares of Stock, if any, that equals the
excess of the number of shares evidenced by the surrendered certificate over
the number of shares evidenced by that certificate that have been so
converted.  Depositary Shares converted
in connection with conversion of the Stock represented thereby shall only be
converted in whole, and not in part.


 


Upon the conversion of any Stock for which a notice of conversion has
been provided to the Depositary or a Depositary’s Agent by the holder of the
Receipt or Receipts representing such Stock, the Depositary Shares evidenced by
such Receipt or Receipts shall be deemed no longer outstanding, all rights of
the holder of the Receipt or Receipts evidencing such Depositary Shares (except
the right to receive (i) the Company’s common stock or other securities to
which such holder is entitled upon conversion in accordance with the applicable
Certificate of Designation, (ii) any cash or other property payable in
accordance with the applicable Certificate of Designation with respect to any
fractional shares or other fractional interests in the Company’s common stock
or other securities otherwise deliverable by the Company upon conversion,
(iii) any Receipts evidencing Depositary Shares representing Stock which
was not so converted and (iv) any other securities, property or cash to
which such holder is entitled under this Deposit


 


9

















 


Agreement) shall cease and terminate, and the Receipt
or Receipts evidencing such Depositary Shares shall be cancelled.


 


No fractional shares or other fractional interests in the Company’s
common stock or other securities shall be deliverable by the Company upon
conversion of the Stock represented by the Depositary Shares.


 


ARTICLE III


 


CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE
COMPANY


 


Section 3.1. 
Filing Proofs, Certificates and Other Information.  Any person presenting Stock for deposit or
any holder of a Receipt may be required from time to time to file such proof of
residence or other information, to execute such certificates and to make such
representations and warranties as the Depositary or the Company may reasonably
deem necessary or proper.  The
Depositary or the Company may withhold or delay the delivery of any Receipt,
the registration of transfer or redemption of any Receipt, the withdrawal of
the Stock represented by the Depositary Shares evidenced by any Receipt, the
distribution of any dividend or other distribution or the exercise of any
conversion right referred to in Section 2.10, or refuse to accept Receipts
that are delivered for surrender, until such proof or other information is
filed, such certificates are executed or such representations and warranties
are made.


 


Section 3.2. 
Payment of Taxes or Other Governmental Charges.  If any tax or other governmental charge or fee
shall become payable by or on behalf of the Depositary with respect to
(i) any Receipt, (ii) the Depositary Shares evidenced by such
Receipt, (iii) the Stock (or fractional interest therein) or other
property represented by such Depositary Shares, or (iv) any transaction
referred to in Section 4.6, such tax (including transfer, issuance or
acquisition taxes, if any) or governmental charge or fee shall be payable by
the holder of such Receipt, who shall pay the amount thereof to the Depositary.  Until such payment is made, registration or
transfer of any Receipt or any split-up or combination thereof or any
withdrawal of the Stock or money or other property, if any, represented by the
Depositary Shares evidenced by such Receipt or Receipts delivered for surrender
or the exercise of any conversion right referred to in Section 2.10 may be
refused, any dividend or other distribution may be withheld and any part or all
of the Stock or other property represented by the Depositary Shares evidenced
by such Receipt may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale).  Any dividend or other distribution so
withheld and the proceeds of any such sale may be applied to any payment of
such tax or other governmental charge or fee, the holder of such Receipt
remaining liable for any deficiency.


 


Section 3.3. 
Withholding.  The
Depositary shall act as the tax withholding agent for any payments,
distributions made with respect to the Depositary Shares and Receipts, and the
Stock.  The Depositary shall be
responsible with respect to the Depositary Shares, Receipts and Stock for the
timely (i) collection and deposit of any required withholding or backup
withholding tax, and (ii) filing of any information returns or other
documents with federal (and other applicable) taxing authorities.


 


10

















 


Section 3.4. 
Representations and Warranties as to Stock.  In the case of the initial deposit of the
Stock, the Company and, in the case of subsequent deposits thereof, each person
so depositing Stock under this Deposit Agreement shall be deemed thereby to
represent and warrant that such Stock and each certificate therefor are valid
and that the person making such deposit is duly authorized to do so.  Such representations and warranties shall
survive the deposit of the Stock and the issuance of Receipts therefor.


 


ARTICLE IV


 


THE STOCK, NOTICES


 


Section 4.1. 
Cash Distributions.  Whenever
the Depositary shall receive any cash dividend or other cash distribution on
the Stock (other than cash dividends or cash distributions paid by the Company
in lieu of fractional shares or other fractional interests in the Company’s
common stock or other securities otherwise deliverable by the Company in
accordance with the applicable Certificate of Designation), the Depositary
shall, subject to Section 3.2, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.4 such amounts of such sum as
are, as nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such holders; provided,
however, that in case the Company or the Depositary shall be required by law to
withhold and does withhold from any cash dividend or other cash distribution in
respect of the Stock an amount on account of taxes, the amount made available
for distribution or distributed in respect of Depositary Shares shall be
reduced accordingly.  The Depositary
shall distribute or make available for distribution, as the case may be, only
such amount, however, as can be distributed without attributing to any holder
of Depositary Shares a fraction of one cent and any balance not so
distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and be treated as part of the next sum received
by the Depositary for distribution to record holders of Receipts then
outstanding.


 


Section 4.2. 
Distributions Other Than Cash.  Whenever
the Depositary shall receive any distribution other than cash, rights,
preferences or privileges upon the Stock, the Depositary shall, subject to
Section 3.2, distribute to record holders of Receipts on the record date
fixed pursuant to Section 4.4 such amounts of the securities or property
received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary and the Company may deem equitable
and practicable for accomplishing such distribution.  If, in the opinion of the Company after consultation with the
Depositary, such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any tax withholding or securities
law requirement), the Depositary deems, after consultation with the Company,
such distribution not to be feasible, the Depositary may, with the approval of
the Company which approval shall not be unreasonably withheld, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at such place or places and
upon such terms as it may deem proper. 
The net proceeds of any such sale shall, subject to Section 3.2, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts as provided by Section 4.1 in the
case of a distribution received in cash.


 


11

















 


Section 4.3. 
Subscription Rights, Preferences or Privileges.  If the Company shall at any time offer or
cause to be offered to the persons in whose names Stock is registered on the
books of the Company any rights, preferences or privileges to subscribe for or
to purchase any securities or any rights, preferences or privileges of any
other nature, such rights, preferences or privileges shall in each such
instance be made available by the Depositary to the record holders of Receipts
in such manner as the Company shall instruct (including by the issue to such
record holders of warrants representing such rights, preferences or
privileges); provided, however, that (i) if at the time of issue or offer
of any such rights, preferences or privileges the Company determines and
instructs the Depositary that it is not lawful or feasible to make such rights,
preferences or privileges available to some or all holders of Receipts (by the
issue of warrants or otherwise) or (ii) if and to the extent instructed by
holders of Receipts who do not desire to exercise such rights, preferences or
privileges, the Depositary shall then, in each case, and if applicable laws or
the terms of such rights, preferences or privileges so permit, sell such
rights, preferences or privileges of such holders at public or private sale, at
such place or places and upon such terms as it may deem proper.  The net proceeds of any such sale shall be
distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.1 in the case of a distribution received
in cash.


 


If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of Receipts
to be offered or sold such securities, the Company shall promptly file a
registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its reasonable best
efforts and take all steps reasonably available to it to cause such
registration statement to become effective sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges.  In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such registration statement shall have become
effective or unless the offering and sale of such securities to such holders
are exempt from registration under the provisions of the Securities Act.


 


If any other action under the law of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to
holders of Receipts, the Company agrees with the Depositary that the Company
will use its reasonable best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance of the expiration of
such rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges.


 


Section 4.4. 
Notice of Dividends, Fixing of Record Date for Holders of Receipts.  Whenever (i) any cash dividend or other
cash distribution shall become payable, or any distribution other than cash
shall be made, or any rights, preferences or privileges shall at any time be
offered, with respect to the Stock, or (ii) the Depositary shall receive
notice of any meeting at which holders of Stock are entitled to vote or of
which holders of Stock are entitled to notice, or (iii) of any mandatory
conversion of, or any election on the part of the Company to call for the
redemption or exchange of, any shares of Stock, in accordance with the
provisions of the applicable Certificate of Designation or otherwise, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to the Stock) for
the determination of the holders of Receipts (x) who shall be entitled to
receive


 


12

















 


such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof, or
(y) who shall be entitled to give instructions for the exercise of voting
rights at any such meeting or to receive notice of such meeting or of such
conversion, exchange or redemption.


 


Section 4.5. 
Voting Rights.  Upon
receipt of notice of any meeting at which the holders of Stock are entitled to
vote, the Depositary shall, as soon as practicable thereafter, mail to the
record holders of Receipts a notice, which shall be provided by the Company and
which shall contain (i) such information as is contained in such notice of
meeting, (ii) a statement that the holders of Receipts at the close of
business on a specified record date fixed pursuant to Section 4.4 will be
entitled, subject to any applicable provision of law, the Certificate of
Incorporation or the applicable Certificate of Designation, to instruct the
Depositary as to the exercise of the voting rights pertaining to the Stock
represented by their respective Depositary Shares and (iii) a brief
statement as to the manner in which such instructions may be given.  Upon the written request of a holder of a
Receipt on such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the Stock represented by the
Depositary Shares evidenced by such Receipt in accordance with the instructions
set forth in such request.  The Company
hereby agrees to take all reasonable action that may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Stock or cause such
Stock to be voted.  In the absence of
specific instructions from the holder of a Receipt, the Depositary will abstain
from voting to the extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.


 


Section 4.6. 
Changes Affecting Stock and Reclassifications, Recapitalizations, etc.  Upon any split-up, consolidation or any
other reclassification of Stock, or upon any recapitalization, reorganization,
merger, amalgamation or consolidation affecting the Company or to which it is a
party or sale of all or substantially all of the Company’s assets, the
Depositary shall treat any shares of Stock or other securities or property
(including cash) that shall be received by the Depositary in exchange for or in
conversion of or in respect of the Stock as new deposited property under this
Deposit Agreement, and Receipts then outstanding shall thenceforth represent
the proportionate interests of holders thereof in the new deposited property so
received in exchange for or in respect of such Stock.  In any such case the Depositary may, in its discretion, with the
approval of the Company, execute and deliver additional Receipts, or may call
for the surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited property.


 


Section 4.7. 
Reports.  The Company
or, at the option of the Company, the Depositary shall forward to the holders
of Receipts any reports and communications received from the Company that are
received by the Depositary as the holder of Stock.


 


Section 4.8. 
Lists of Receipt Holders.  Promptly
upon request from time to time by the Company, the Depositary shall furnish to
it a list, as of a recent date, of the names, addresses and holdings of
Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary, any Depositary’s Agent or the Registrar.  At the expense of the Company, the Company
shall have the right to inspect transfer and registration records of the
Depositary, any Depositary’s Agent or the Registrar, take copies thereof and
require the


 


13

















 


Depositary, any Depositary’s Agent
or the Registrar to supply copies of such portions of such records as the
Company may request.


 


ARTICLE V


 


THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR
AND THE COMPANY


 


Section 5.1. 
Maintenance of Offices, Agencies, Transfer Books by the Depositary; the
Registrar.  Upon
execution of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain (i) at the Corporate Office facilities for the
execution and delivery, registration, registration of transfer, surrender,
split-up, combination, redemption and conversion of Receipts and deposit and
withdrawal of Stock, and (ii) at the offices of the Depositary’s Agents,
if any, facilities for the delivery, registration, registration of transfer,
surrender, split-up, combination, redemption and conversion of Receipts and
deposit and withdrawal of Stock, all in accordance with the provisions of this
Deposit Agreement.


 


The Depositary, acting as transfer agent and Registrar, shall keep
books at the Corporate Office for the registration and transfer of Receipts,
which books at all reasonable times shall be open for inspection by the record
holders of Receipts; provided that any such holder requesting to exercise such
right shall certify to the Depositary that such inspection shall be for a
proper purpose reasonably related to such person’s interest as an owner of
Depositary Shares.  The Depositary shall
consult with the Company upon receipt of any request for inspection.  The Depositary may close such books, at any
time or from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.


 


If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on one or more securities
exchanges, the Depositary shall, with the approval of the Company, appoint a
Registrar for registry of such Receipts or Depositary Shares in accordance with
the requirements of such exchange or exchanges.  Such Registrar (which may be the Depositary if so permitted by
the requirements of such exchange or exchanges) may be removed and a substitute
Registrar appointed by the Depositary upon the request or with the approval of
the Company.  In addition, if the
Receipts, such Depositary Shares or such Stock are listed on one or more
securities exchanges, the Depositary will, at the request of the Company,
arrange such facilities for the delivery, registration, registration of
transfer, surrender, split-up, combination, redemption and conversion of such
Receipts, such Depositary Shares or such Stock as may be required by law or
applicable security exchange regulations.


 


Section 5.2. 
Prevention or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Company.  Neither
the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
shall incur any liability to any holder of any Receipt, if by reason of any
provision of any present or future law or regulation thereunder of the United
States of America or of any other governmental authority or of any provision,
present or future, of the Certificate of Incorporation or the applicable
Certificate of Designation or by reason of any act of god or war or other circumstances
beyond the control of the relevant party, the Depositary, any Depositary’s
Agent, the Registrar or the Company shall be prevented


 


14

















 


or forbidden from doing or
performing any act or thing that the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary’s Agent,
the Registrar or the Company incur any liability to any holder of a Receipt
(i) by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing that the terms of this Deposit Agreement
provide shall or may be done or performed, or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement except, in the case of the Depositary, any Depositary’s Agent
or the Registrar, if any such exercise or failure to exercise discretion is
caused by its negligence or willful misconduct.


 


Section 5.3. 
Obligations of the Depositary, the Depositary’s Agents, the Registrar
and the Company.  The
Company assumes no obligation and shall be subject to no liability under this
Deposit Agreement or the Receipts to holders or other persons, except to
perform its obligations as are specifically set forth and undertaken by it to perform
in this Deposit Agreement without negligence or bad faith.  Each of the Depositary, the Depositary’s
Agents and the Registrar assumes no obligation and shall be subject to no
liability under this Deposit Agreement or the Receipts to holders or other
persons, except to perform such obligations as are specifically set forth and
undertaken by it to perform in this Deposit Agreement without negligence or
willful misconduct.


 


Neither the Depositary nor any Depositary’s Agent nor the Registrar nor
the Company shall be liable for any action or any failure to act by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Stock for deposit, any holder of a Receipt or any other
person believed by it in good faith to be competent to give such advice or
information.  The Depositary, any
Depositary’s Agent, the Registrar and the Company may each rely and shall each
be protected in acting upon any written notice, request, direction or other
document believed by it to be genuine and to have been signed or presented by
the proper party or parties.


 


The Depositary, the Registrar and any Depositary’s
Agent may own and deal in any class of securities of the Company and its
affiliates and in Receipts or Depositary Shares.  The Depositary may also act as transfer agent or Registrar of any
of the securities of the Company and its affiliates.


 


It is intended that neither the Depositary nor any
Depositary’s Agent nor the Registrar shall be deemed to be an “issuer” of the
Stock, the Depositary Shares, or the Receipts or other securities issued upon
conversion, exchange or redemption of the Stock under the federal securities
laws or applicable state securities laws, it being expressly understood and
agreed that the Depositary and any Depositary’s Agent and the Registrar are
acting only in a ministerial capacity; provided, however, that the Depositary
and any Depositary’s Agent agree to comply with all information reporting and
withholding requirements applicable to each of them under law or this Deposit
Agreement in their capacity as such.


 


Neither the Depositary (or its officers, directors, employees or
agents) nor any Depositary’s Agent nor the Registrar makes any representation
or has any responsibility as to the validity of the registration statement
pursuant to which the Depositary Shares are registered under the Securities
Act, the Stock, the Depositary Shares or any instruments referred to therein


 


15

















 


or herein, or as to the correctness of any statement
made therein or herein; provided, however, that the Depositary is responsible
for its representations in this Deposit Agreement.


 


The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of
the Company summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder or
of the Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title
or interest of the record holders of Receipts in and to the Depositary Shares
except that the Depositary hereby represents and warrants as follows:  (i) the Depositary has been duly organized
and is validly existing and in good standing under the laws of the State of
                            ,
with full power, authority and legal right under such law to execute, deliver
and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement
has been duly authorized, executed and delivered by the Depositary; and (iii)
this Deposit Agreement constitutes, and when executed and delivered, each
Receipt will constitute, a valid and binding obligation of the Depositary,
enforceable against the Depositary in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting enforcement of creditors’ rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or
at law).  The Depositary shall not be
accountable for the use or application by the Company of its proceeds from the
Depositary Shares or the Receipts.


 


Section 5.4. 
Resignation and Removal of the Depositary, Appointment of Successor
Depositary.  The
Depositary may at any time resign as Depositary hereunder by written notice to
the Company of its election to do so, such resignation to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.


 


The Depositary may at any time be removed by the Company by written
notice to the Depositary of such removal, such removal to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided.


 


In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company, or an affiliate of a bank or trust
company, having its principal office in the United States of America and having
a combined capital and surplus of at least $50,000,000.  If a successor depositary shall not have
been appointed in 60 days, the resigning or removed Depositary may petition a
court of competent jurisdiction to appoint a successor depositary.  Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting
its appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all rights, title and


 


16

















 


interest in the Stock and any moneys or property held
hereunder to such successor and shall deliver to such successor a list of the
record holders of all outstanding Receipts. 
Any successor Depositary shall promptly mail notice of its appointment
to the record holders of Receipts.


 


Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act.  Such successor Depositary may execute the
Receipts either in the name of the predecessor Depositary or in the name of the
successor Depositary.


 


Section 5.5. 
Corporate Notices and Reports.  The
Company agrees that it will deliver to the Depositary, and the Depositary will,
promptly after receipt thereof, transmit to the record holders of Receipts, in
each case at the address recorded in the Depositary’s books or the books of any
Depositary’s Agent or the Registrar, copies of all notices and reports
(including financial statements) required by law, by the rules of any national
securities exchange upon which the Stock, the Depositary Shares or the Receipts
are listed or by the Certificate of Incorporation or the applicable Certificate
of Designation to be furnished by the Company to holders of Stock.  Such transmission will be at the Company’s
expense and the Company will provide the Depositary with such number of copies
of such documents as the Depositary may reasonably request.  In addition, the Depositary will transmit to
the record holders of Receipts at the Company’s expense such other documents as
may be requested by the Company.


 


Section 5.6. 
Deposit of Stock by the Company.  The Company agrees with the Depositary that
neither the Company nor any Company controlled by the Company will at any time
deposit any Stock if such Stock is required to be registered under the
provisions of the Securities Act and no registration statement is at such time
in effect as to such Stock.


 


Section 5.7. 
Indemnification by the Company.  The
Company shall indemnify the Depositary for, and hold it harmless against, any
loss, liability, claim or expense (“Loss”) arising out of or in connection with
its duties under this Deposit Agreement, including the reasonable costs and
expenses of defending itself against Loss, unless such Loss shall have been
determined by a court of competent jurisdiction to be a result of the
Depositary’s negligence or willful misconduct.


 


Section 5.8. 
Fees, Charges and Expenses.  No fees, charges and expenses of the
Depositary or any Depositary’s Agent hereunder or of any Registrar shall be
payable by any person other than the Company, except for any taxes and other
governmental charges and except as provided in this Deposit Agreement.  If, at the request of a holder of a Receipt,
the Depositary incurs fees, charges or expenses for which it is not otherwise
liable hereunder, such holder or other person will be liable for such fees,
charges and expenses.  All other fees,
charges and expenses of the Depositary and any Depositary’s Agent hereunder and
of any Registrar (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid from time to time upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such fees, charges
and expenses.


 


17

















 


ARTICLE VI


 


AMENDMENT AND TERMINATION


 


Section 6.1. 
Amendment.  The form
of the Receipts and any provision of this Deposit Agreement may at any time and
from time to time be amended by agreement between the Company and the
Depositary in any respect that they may deem necessary or desirable, including
to reflect the terms of any Certificate of Designation; provided, however, that
no such amendment that shall materially and adversely alter the rights of the
holders of Receipts shall be effective as to outstanding Receipts until the
expiration of 90 days after notice of such amendment shall have been given to
the record holders of outstanding Receipts. 
Each holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by this Deposit Agreement as amended
thereby.  In no event shall any
amendment impair the right, subject to the provisions of this Deposit
Agreement, of any holder of any Depositary Shares to surrender the Receipt
evidencing such Depositary Shares with instructions to the Depositary to
deliver to the holder the Stock or to cause the conversion of such Stock into
the Company’s common stock or other securities in accordance with the
applicable Certificate of Designation and to deliver all securities, money and
other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law.


 


Section 6.2. 
Termination.  This
Deposit Agreement may be terminated by either the Company or the Depositary,
upon notice to the other, only if (i) all of the outstanding Depositary
Shares have been redeemed or converted for any other securities into which the
Stock is convertible, or (ii) there has been a final distribution of the
Stock to the holders of Receipts in connection with the Company’s liquidation,
dissolution or winding up.  The
Depositary will mail notice of such termination to the record holders of all Receipts
then outstanding at least 30 days prior to the date fixed in such notice for
such termination.  If any Receipts shall
remain outstanding after the date of termination of this Deposit Agreement, the
Depositary thereafter shall discontinue the transfer of Receipts, and shall not
give any further notices or perform any further acts under this Deposit
Agreement, except that the Depositary shall continue to deliver the Stock and
any money and other property represented by Receipts, without liability for
interest thereon, upon surrender thereof by the holders thereof, and the
Depositary shall be discharged from all obligations under this Deposit
Agreement except to account for such Stock, money and other property.  Upon the termination of this Deposit Agreement,
the Company shall be discharged from all obligations under this Deposit
Agreement except for its obligations to the Depositary, any Depositary’s Agent
and any Registrar under Sections 5.7 and 5.8.


 


ARTICLE VII


 


MISCELLANEOUS


 


Section 7.1. 
Counterparts.  This
Deposit Agreement may be executed by the Company and the Depositary in separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument. 
Delivery of an executed counterpart of a signature page to this Deposit
Agreement by telecopier shall be effective as delivery of a manually executed


 


18

















 


counterpart of this Deposit
Agreement.  Copies of this Deposit Agreement
shall be filed with the Depositary and the Depositary’s Agents and shall be
open to inspection during business hours at the Corporate Office and the
respective offices of the Depositary’s Agents, if any, by any holder of a
Receipt.


 


Section 7.2. 
Exclusive Benefits of Parties.  This
Deposit Agreement is for the exclusive benefit of the parties hereto, and their
respective successors hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim to any other person whatsoever.


 


Section 7.3. 
Invalidity of Provisions.  In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.


 


Section 7.4. 
Notices.  Any
notices to be given to the Company hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or
sent by mail (first class postage prepaid), by a nationally recognized
overnight courier service, or by telecopier confirmed by letter, addressed to
the Company at 5995 Plaza Drive, Cypress, California 90630, Attention:  General Counsel, or at any other place to
which the Company may have transferred its principal executive office.


 


Any notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail (first class postage), by a nationally
recognized overnight courier service, or by telecopier confirmed by letter,
addressed to the Depositary at the Corporate Office.


 


Except as provided in the next paragraph, any notices given to any
record holder of a Receipt hereunder or under the Receipts shall be in writing
and shall be deemed to have been duly given if personally delivered or sent by
mail (first class postage), by a nationally recognized overnight courier service
or by telecopier confirmed by letter, addressed to such record holder at the
address of such record holder as it appears on the books of the Depositary or,
if such holder shall have filed with the Depositary a written request that
notices intended for such holder be mailed to some other address, at the
address designated in such request.


 


In addition, whenever the Certificate of Designation requires any
notice to be published, the Depositary will, if requested by the Company, cause
such notice to be published in the manner directed by the Company.


 


Delivery of a notice sent by mail, by overnight courier or by
telecopier shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a duly addressed letter confirming an earlier
notice in the case of a telecopier message) is deposited, postage prepaid, in a
post office letter box or with the overnight courier service.  The Depositary or the Company may, however,
act upon any telecopier message received by it from the other or from any
holder of a Receipt, notwithstanding that such telecopier message shall not
subsequently be confirmed by letter as aforesaid.


 


Section 7.5. 
Depositary’s Agents.  The
Depositary may, with the approval of the Company which approval shall not be
unreasonably withheld, from time to time appoint one or


 


19

















 


more Depositary’s Agents to act in
any respect for the Depositary for the purposes of this Deposit Agreement and
may vary or terminate the appointment of such Depositary’s Agents.


 


Section 7.6. 
Holders of Receipts Are Parties.  Notwithstanding that holders of Receipts
have not executed and delivered this Deposit Agreement or any counterpart
thereof, the holders of Receipts from time to time shall be deemed to be
parties to this Deposit Agreement and shall be bound by all of the terms and
conditions, and be entitled to all of the benefits, hereof and of the Receipts
by acceptance of delivery of Receipts.


 


Section 7.7. 
Governing Law.  This
Deposit Agreement and the Receipts and all rights hereunder and thereunder and
provisions hereof and thereof shall be governed by, and construed in accordance
with, the law of the State of New York without giving effect to principles of
conflict of laws.


 


Section 7.8.  Headings.  The headings of articles and sections in
this Deposit Agreement and in the form of the Receipt set forth in
Exhibit A hereto have been inserted for convenience only and are not to be
regarded as a part of this Deposit Agreement or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.


 


20

















 


IN WITNESS WHEREOF,
Allos Therapeutics, Inc. and
                      
have duly executed this Deposit Agreement as of the day and year first above
set forth and all holders of Receipts shall become parties hereto by and upon
acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.


 


	
   

  	
  ALLOS
  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  , as
  Depositary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
						



 


[SIGNATURE PAGE TO DEPOSIT AGREEMENT]


 

















 


Exhibit A to Deposit Agreement


 


[FORM OF DEPOSITARY RECEIPT]


 


[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (“DTC”), to the Company
or its agent for registration of transfer, conversion, exchange or payment, and
any certificate issued is registered in the name of Cede & Co.  or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co.,
has an interest herein.]


 


DEPOSITARY RECEIPT

FOR

DEPOSITARY SHARES

EACH REPRESENTING           
OF A SHARE OF

                              
PREFERRED STOCK, SERIES     


 


OF


 


ALLOS THERAPEUTICS, INC.


 


No. 
     
CUSIP: 
                              


 


                              
(the “Depositary”) hereby certifies that [Cede & Co.]                               
is the registered holder of
                        
Depositary Shares (the “Depositary Shares”), each Depositary Share representing
                          
of a share of                           
Preferred Stock, Series     , $0.001 par value (the
“Stock”), of Allos Therapeutics, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), deposited
with the Depositary and the same proportionate interest in any and all other
property received by the Depositary in respect of such shares of Stock and held
by the Depositary under the Deposit Agreement (as defined below).  Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share is entitled, proportionately, to
all the rights, preferences and privileges, and subject to all the limitations
and restrictions, of the Stock represented thereby, including any dividend,
voting, conversion, redemption, liquidation and sinking fund rights contained
in the Certificate of Designation establishing the rights, preferences,
privileges, limitations and restrictions of the Stock (the “Certificate of
Designation”), copies of which are on file at the office of the Depositary in
[the City of New York, Borough of Manhattan]
                                      
at which at any particular time its business in respect of matters governed by
the Deposit Agreement shall be administered, which at the time of the execution
of the Deposit Agreement is located at
                            
(the “Corporate Office”).


 


This Depositary Receipt (“Receipt”) shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose
unless this Receipt shall have been executed manually or, if a Registrar for
the Receipts (other than the Depositary) shall have been


 


A-1

















 


appointed, by facsimile by the Depositary by the
signature of a duly authorized officer and, if executed by facsimile signature
of the Depositary, shall have been countersigned manually by such Registrar by
the signature of a duly authorized officer.


 


THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF
ANY DEPOSITED STOCK.  THE DEPOSITARY
ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE DESCRIPTION SET FORTH IN
THIS RECEIPT, WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING
CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. 
UNLESS EXPRESSLY SET FORTH IN THE DEPOSIT AGREEMENT, THE DEPOSITARY
MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR
SUFFICIENCY OF ANY STOCK AT ANY TIME DEPOSITED WITH THE DEPOSITARY UNDER THE
DEPOSIT AGREEMENT OR OF THE DEPOSITARY SHARES, AS TO THE VALIDITY OR
SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF THE DEPOSITARY SHARES
OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE RECEIPTS IN
AND TO THE DEPOSITARY SHARES.


 


The Company will furnish to any holder of this Receipt
without charge, upon request addressed to its executive office, a full
statement of the designation, relative rights, preferences, privileges,
limitations and restrictions of the shares of each authorized class, and of
each class of preferred stock authorized to be issued, so far as the same may
have been fixed, and a statement of the authority of the board of directors of
the Company to designate and fix the relative rights, preferences, privileges,
limitations and restrictions of other classes.


 


This Receipt is continued on the reverse hereof and the additional
provisions therein set forth for all purposes have the same effect as if set
forth at this place.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ,

  
	
  as Depositary and Registrar

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
				



 


Further Conditions and Agreements Forming Part of this Receipt Appear
on the Reverse Side.


 


A-2

















 


[REVERSE OF DEPOSITARY RECEIPT]


 


1.             The
Deposit Agreement. 
Receipts, of which this Receipt is one, are made available upon the
terms and conditions set forth in the Deposit Agreement, dated as of
                        
(the “Deposit Agreement”), among the Company, the Depositary and all holders
from time to time of Receipts.  The
Deposit Agreement (copies of which are on file at the Corporate Office and at
the office of any agent of the Depositary) sets forth the rights of holders of
Receipts and the rights and duties of the Depositary.  The statements made on the face and the reverse of this Receipt
are summaries of certain provisions of the Deposit Agreement and are subject to
the detailed provisions thereof, to which reference is hereby made.  In the event of any conflict between the
provisions of this Receipt and the provisions of the Deposit Agreement, the
provisions of the Deposit Agreement will govern.


 


2.             Definitions.  Unless otherwise expressly herein provided,
all defined terms used herein shall have the meanings ascribed thereto in the
Deposit Agreement.


 


3.             Redemption
by the Company; Repurchase by the Company.  Whenever the Company shall redeem shares of
Stock in accordance with a Certificate of Designation, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary in its
capacity as Depositary not less than 3 business days’ prior notice of the
proposed date of the mailing of a notice of redemption of Stock and the
simultaneous redemption of the Depositary Shares representing the Stock to be
redeemed and of the number of such shares of Stock held by the Depositary to be
redeemed.  Unless the Certificate of
Designation for a specific series of Stock provides for a different notice
period with respect to that Stock in the event of its redemption, the
Depositary shall, as directed by the Company in writing, mail, first class
postage prepaid, notice of the redemption not less than 30 and not more than 60
days prior to the date fixed for redemption of such Stock and Depositary
Shares, to the record holders of the Receipts evidencing the Depositary Shares
to be so redeemed, at the addresses of such holders as the same appear on the
records of the Depositary or any Depositary’s Agent or Registrar.  Notwithstanding the foregoing, neither
failure to mail or publish any such notice to one or more such holders nor any
defect in any notice shall affect the sufficiency of the proceedings for
redemption.  On the date of any such
redemption, the Depositary shall surrender the certificate or certificates held
by the Depositary evidencing the number of shares of Stock to be redeemed in
the manner specified in the notice of redemption.  The Depositary shall, thereafter, redeem the number of Depositary
Shares representing such redeemed Stock upon the surrender of Receipts
evidencing such Depositary Shares in the manner provided in the notice sent to
record holders of Receipts.  Notice
having been mailed as aforesaid, from and after the redemption date (unless the
Company shall have failed to redeem the shares of Stock to be redeemed by it
upon the surrender of the certificate or certificates therefor by the
Depositary as described above), the Depositary Shares called for redemption
shall be deemed no longer to be outstanding and all rights of the holders of
Receipts evidencing such Depositary Shares (except the right to receive the
cash, securities or other property payable upon redemption upon surrender of
such Receipts) shall, to the extent of such Depositary Shares, cease and
terminate.  The foregoing shall be
subject further to the terms and conditions of the applicable Certificate of
Designation.


 


Whenever the Company shall be required to make an offer to repurchase
Depositary Shares in accordance with a Certificate of Designation, it shall
(unless otherwise agreed in


 


A-3

















 


writing with the Depositary) give the Depositary in
its capacity as Depositary not less than 3 business days’ prior notice of the
required date of the mailing of a notice of the repurchase offer.  The Depositary shall, as directed by the
Company in writing, mail, first class postage prepaid, notice of the relevant
terms of the repurchase offer, as provided by the Company, to the record
holders of the Receipts at the addresses of such holders as the same appear on
the records of the Depositary or any Depositary’s Agent or Registrar.  The Depositary shall, thereafter, receive
from each holder electing to have Depositary Shares repurchased pursuant to the
repurchase offer in accordance with the instructions in the notice, the
holder’s Receipts, with an appropriate form duly completed prior to the
repurchase date.  In case the aggregate
number of Depositary Shares offered for repurchase by the holders exceeds the
amount of Depositary Shares which the Company has offered to repurchase
pursuant to the repurchase offer, the Depositary Shares to be repurchased shall
be selected by the Depositary by lot or proportionately, as may be determined
by the Depositary.  The foregoing is
subject further to the terms and conditions of the applicable Certificate of
Designation.


 


4.             Conversion.  In the event that the Stock, in accordance
with its Certificate of Designation, is convertible into the Company’s common
stock or other securities, subject to the terms and conditions of the Deposit
Agreement, a holder of a Receipt or Receipts may surrender such Receipt or
Receipts at the Corporate Office or at such other office or to a Depositary’s
Agent that the Depositary may designate for such purpose, together with a
notice of conversion duly completed and executed, thereby directing the Depositary
or such Depositary’s Agent to instruct the Company to cause the conversion of
the number of shares of Stock specified in such notice of conversion into
shares of the Company’s common stock or other securities at the rate specified
in the applicable Certificate of Designation, and an assignment of such Receipt
or Receipts to the Company or in blank, duly completed and executed, along with
any other documents or instruments and any amounts required by the applicable
Certificate of Designation.


 


Upon receipt by the Depositary or a Depositary’s Agent of a Receipt or
Receipts of such notice, assignment and other documents, instruments or
amounts, the Depositary or such Depositary’s Agent shall instruct the Company,
subject to any adjustment provided for in the applicable Certificate of
Designation, (i) to cause the conversion at the rate specified in the
applicable Certificate of Designation of the number of shares of Stock
evidenced by the Receipt or Receipts so surrendered for conversion as specified
in the written notice to the Depositary or such Depositary’s Agent and (ii) to
cause the delivery to the holder of such Receipt or Receipts of (a) a
certificate or certificates evidencing the number of whole shares of the
Company’s common stock or other securities into which such Stock has been
converted, and (b) the amount of cash or other property, if any, to which such
holder is entitled in lieu of fractional shares of, or fractional interests in,
the Company’s common stock or other securities otherwise deliverable by the
Company upon such conversion, calculated in accordance with the applicable
Certificate of Designation.  Upon such
conversion, the Depositary or such Depositary’s Agent (i) shall deliver to the
holder a Receipt evidencing the number of Depositary Shares evidenced by the
surrendered Receipt or Receipts in excess of the number of Depositary Shares
evidenced by such Receipt or Receipts that have been so converted, (ii) shall
cancel the Receipts surrendered for conversion and (iii) shall deliver to the
Company for cancellation the number of shares of Stock evidenced by the
Receipts so surrendered and so converted.


 


A-4

















 


Upon the conversion of any Stock for which a notice of conversion has
been provided to the Depositary or a Depositary’s Agent by the holder of the
Receipt or Receipts representing such Stock, the Depositary Shares evidenced by
such Receipt or Receipts shall be deemed no longer outstanding, all rights of
the holder of the Receipt or Receipts evidencing such Depositary Shares (except
the right to receive (i) the Company’s common stock or other securities to
which such holder is entitled upon conversion in accordance with the applicable
Certificate of Designation, (ii) any cash or other property payable in
accordance with the applicable Certificate of Designation with respect to any
fractional shares or other fractional interests in the Company’s common stock
or other securities otherwise deliverable by the Company upon conversion, (iii)
any Receipts evidencing Depositary Shares representing Stock which was not so
converted and (iv) any other securities, property or cash to which such holder
is entitled under this Deposit Agreement) shall cease and terminate, and the
Receipt or Receipts evidencing such Depositary Shares shall be cancelled.


 


No fractional shares or other fractional interests in the Company’s
common stock or other securities shall be deliverable by the Company upon
conversion of the Stock represented by the Depositary Shares.


 


5.             Withdrawal
of Stock.  Holders of
Receipts shall have the right, upon payment of any amount due to the Depositary
with respect to the Receipts, to withdraw any or all of the Stock (but only in
whole shares of Stock) represented by the Depositary Shares and all money and
other property, if any, represented by such Depositary Shares by surrendering
the Receipt or Receipts evidencing such Depositary Shares at the Corporate
Office, or at such other offices as the Depositary may designate for such
withdrawal (and cancellation of the surrendered Receipts as provided in the
Deposit Agreement).


 


6.             Transfers,
Split-ups, Combinations. 
Subject to Paragraphs 7, 8 and 9 below, this Receipt is transferable on
the books of the Depositary upon surrender of this Receipt to the Depositary at
the Corporate Office or at such other offices as the Depositary may designate
for such purchase, properly endorsed or accompanied by a properly executed
instrument of transfer, together with evidence of the payment of any transfer taxes
as may be required by law, and upon such transfer the Depositary shall execute
and deliver a Receipt or Receipts to or upon the order of the person entitled
thereto, all as provided in and subject to the Deposit Agreement.  Subject to the Deposit Agreement, this
Receipt may be split into other Receipts or combined with other Receipts into
one Receipt evidencing the same aggregate number of Depositary Shares evidenced
by the Receipt or Receipts surrendered; provided, however, that the Depositary
shall not issue any Receipt evidencing a fractional Depositary Share.


 


7.             Conditions
to Signing and Delivery, Transfer, etc., of Receipts.  Prior to the execution and delivery, registration of transfer,
split-up, combination, or surrender of this Receipt, the delivery of any
distribution hereon or withdrawal or deposit of the Stock evidenced hereby, or
the exercise of any applicable conversion right, the Depositary, any of the
Depositary’s Agents, the Registrar or the Company may require any or all of the
following:  (i) payment to it of a sum
sufficient for the payment (or, in the event that the Depositary or the Company
shall have made such payment, the reimbursement to it) of any tax or other
governmental charge or fee with respect thereto (including any such tax or
charge or fee with respect to Stock being deposited or withdrawn or with
respect to other property of the Company


 


A-5

















 


being issued upon
redemption or conversion); (ii) production of proof satisfactory to it as to
the identity and genuineness of any signature; and (iii) compliance with such
reasonable regulations, if any, as the Depositary or the Company may establish
not inconsistent with the Deposit Agreement. 
Any person presenting Stock for deposit, or any holder of this Receipt,
may be required to file such proof of residence or other information, to
execute such certificates and to make such representations and warranties as
the Depositary or the Company may reasonably deem necessary or proper.  The Depositary or the Company may withhold
or delay the delivery of this Receipt, the registration of transfer or
redemption of this Receipt, the withdrawal of the Stock represented by the
Depositary Shares evidenced by this Receipt, the distribution of any dividend
or other distribution or the exercise of any applicable conversion right, until
such proof or other information is filed, such certificates are executed or
such representations and warranties are made.


 


8.             Suspension
of Delivery, Transfer, etc. 
The registration of transfer, split-up, combination or surrender of this
Receipt and the withdrawal of deposited Stock or the exercise of any applicable
conversion right may be suspended (i) during any period when the register of
stockholders of the Company is closed, (ii) if any such action is deemed
necessary or advisable by the Depositary, any of the Depositary’s Agents or the
Company at any time or from time to time because of any requirement of law or
of any government or governmental body or commission, or under any provision of
the Deposit Agreement, or (iii) with the approval of the Company, for any other
reason.


 


9.             Payment
of Taxes or Other Governmental Charges.  If any tax or other governmental charge or
fee shall become payable by or on behalf of the Depositary with respect to (i)
this Receipt, (ii) the Depositary Shares evidenced by this Receipt, (iii) the
Stock (or fractional interest therein) or other property represented by such
Depositary Shares, or (iv) any transaction referred to in Section 4.6 of
the Deposit Agreement, such tax (including transfer, issuance or acquisition
taxes, if any) or governmental charge or fee shall be payable by the holder of
this Receipt, who shall pay the amount thereof to the Depositary.  Until such payment is made, registration or
transfer of this Receipt or any split-up or combination of this Receipt or any
withdrawal of the Stock or money or other property, if any, represented by the
Depositary Shares evidenced by this Receipt upon its surrender or the exercise of
any applicable conversion right may be refused, any dividend or other
distribution may be withheld and any part or all of the Stock or other property
represented by the Depositary Shares evidenced by this Receipt may be sold for
the account of the holder hereof (after attempting by reasonable means to
notify such holder prior to such sale). 
Any dividend or other distribution so withheld and the proceeds of any
such sale may be applied to any payment of such tax or other governmental
charge or fee, the holder of this Receipt remaining liable for any deficiency.


 


10.          Amendment.  The form of the Receipts and any provision
of the Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable, including to reflect the terms of any Certificate
of Designation; provided, however, that no such amendment that shall materially
and adversely alter the rights of the holders of Receipts shall be effective as
to outstanding Receipts until the expiration of 90 days after notice of such
amendment shall have been given to the record holders of outstanding
Receipts.  Each holder of an outstanding
Receipt at the time any such amendment becomes effective shall be deemed, by


 


A-6

















 


continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby.  In no
event shall any amendment impair the right, subject to the provisions of the
Deposit Agreement, of the holder of the Depositary Shares evidenced by this
Receipt to surrender this Receipt with instructions to the Depositary to
deliver to the holder the Stock or to cause the conversion of such Stock into
the Company’s common stock or other securities in accordance with the
applicable Certificate of Designation and to deliver all securities, money and
other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law.


 


11.          Fees,
Charges and Expenses. 
The Company will pay all fees, charges and expenses of the Depositary,
except for taxes and other governmental charges and such charges as are
otherwise expressly provided for in the Deposit Agreement.


 


12.          Title
to Receipts.  It is a
condition of this Receipt, and every successive holder hereof by accepting or
holding the same consents and agrees, that title to this Receipt (and to the
Depositary Shares evidenced hereby), when properly endorsed or accompanied by a
properly executed instrument of transfer, is transferable by delivery with the
same effect as in the case of investment securities in general; provided,
however, that the Depositary may, notwithstanding any notice to the contrary,
treat the record holder hereof at such time as the absolute owner hereof for
the purpose of determining the person entitled to distribution of dividends or
other distributions or to any notice provided for in the Deposit Agreement and
for all other purposes.


 


13.          Dividends
and Distributions. 
Whenever the Depositary shall receive any cash dividend or other cash
distribution on the Stock (other than cash dividends or cash distributions paid
by the Company in lieu of fractional shares or other fractional interests in
the Company’s common stock or other securities otherwise deliverable by the
Company in accordance with the applicable Certificate of Designation), the
Depositary shall, subject to the provisions of the Deposit Agreement,
distribute to record holders of Receipts on the record date fixed pursuant to
paragraph 15 such amounts of such sums as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required by law to withhold and does withhold from any
cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly.  The Depositary shall distribute or make
available for distribution, as the case may be, only such amount, however, as
can be distributed without attributing to any holder of Depositary Shares a
fraction of one cent and any balance not so distributable shall be held by the
Depositary (without liability for interest thereon) and shall be added to and
be treated as part of the next sum received by the Depositary for distribution
to record holders of Receipts then outstanding.


 


14.          Subscription
Rights, Preferences or Privileges.  If the Company shall at any time offer or cause to be offered to
the persons in whose name Stock is registered on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any
securities or any rights, preferences or privileges of any other nature, such
rights, preferences or privileges shall in each such instance, subject to the
provisions of the Deposit Agreement, be made available by the Depositary to the
record holders of Receipts in such manner as the Company shall instruct.


 


A-7

















 


15.          Notice
of Dividends, Fixing of Record Date.  Whenever (i) any cash dividend or other cash
distribution shall become payable, or any distribution other than cash shall be
made, or any rights, preferences or privileges shall at any time be offered,
with respect to the Stock, or (ii) the Depositary shall receive notice of any
meeting at which holders of Stock are entitled to vote or of which holders of
Stock are entitled to notice, or (iii) of any mandatory conversion of, or
any election on the part of the Company to call for redemption or exchange of,
any shares of Stock, in accordance with the applicable Certificate of Designation
or otherwise, the Depositary shall in each such instance fix a record date
(which shall be the same date as the record date fixed by the Company with
respect to the Stock) for the determination of the holders of Receipts (x) who
shall be entitled to receive such dividend, distribution, rights, preferences
or privileges or the net proceeds of the sale thereof, or (y) who shall be
entitled to give instructions for the exercise of voting rights at any such
meeting or to receive notice of such meeting or of such conversion, exchange or
redemption.


 


16.          Voting
Rights.  Upon receipt
of notice of any meeting at which the holders of Stock are entitled to vote,
the Depositary shall, as soon as practicable thereafter, mail to the record
holders of Receipts a notice, which shall contain (i) such information as is
contained in such notice of meeting, (ii) a statement that the holders of
Receipts at the close of business on a specified record date determined as
provided in paragraph 15 will be entitled, subject to any applicable
provision of law, the Certificate of Incorporation or the applicable
Certificate of Designation, to instruct the Depositary as to the exercise of
the voting rights pertaining to the Stock represented by their respective
Depositary Shares, and (iii) a brief statement as to the manner in which such
instructions may be given.  Upon the
written request of a holder of this Receipt on such record date, the Depositary
shall endeavor insofar as practicable to vote or cause to be voted the Stock
represented by the Depositary Shares evidenced by this Receipt in accordance
with the instructions set forth in such request.  The Company hereby agrees to take all reasonable action that may
be deemed necessary by the Depositary in order to enable the Depositary to vote
such Stock or cause such Stock to be voted. 
In the absence of specific instructions from the holder of this Receipt,
the Depositary will abstain from voting to the extent of the Stock represented
by the Depositary Shares evidenced by this Receipt.


 


17.          Reports,
Inspection of Transfer Books.  The Company agrees that it will deliver to the Depositary, and
the Depositary will, promptly after receipt thereof, transmit to the record
holders of Receipts, in each case at the address recorded in the Depositary’s books
or the books of any Depositary’s Agent or the Registrar, copies of all notices
and reports (including financial statements) required by law, by the rules of
any national securities exchange upon which the Stock, the Depositary Shares or
the Receipts are listed or by the Certificate of Incorporation or the
applicable Certificate of Designation to be furnished by the Company to holders
of Stock.  The Depositary, acting as
transfer agent and Registrar, shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books at all reasonable times
shall be open for inspection by the record holders of Receipts; provided that
any such holder requesting to exercise such right shall certify to the
Depositary that such inspection shall be for a proper purpose reasonably
related to such person’s interest as an owner of Depositary Shares.


 


18.          Liability
of the Depositary, the Depositary’s Agents, the Registrar and the Company.  Neither the Depositary nor any Depositary’s
Agent nor the Registrar nor the Company shall incur any liability to any holder
of this Receipt, if by reason of any provision of


 


A-8

















 


any present or future law
or regulation thereunder of any governmental authority or of any provision,
present or future, of the Certificate of Incorporation or the applicable
Certificate of Designation or by reason of any act of god or war or other
circumstances beyond the control of the relevant party, the Depositary, any
Depositary’s Agent, the Registrar or the Company shall be prevented or
forbidden from doing or performing any act or thing that the terms of the
Deposit Agreement provide shall be done or performed; nor shall the Depositary,
any Depositary’s Agent, the Registrar or the Company incur any liability to any
holder of this Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of the Deposit
Agreement provide shall or may be done or performed or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement except, in the case of the Depositary, any Depositary’s Agent or the
Registrar, if such exercise or failure to exercise discretion is caused by its
negligence or willful misconduct.


 


19.          Obligations
of the Depositary, the Depositary’s Agent, the Registrar and the Company.  The Company assumes no obligation and shall
be subject to no liability under the Deposit Agreement or this Receipt to the
holder hereof or other persons, except to perform its obligations as are
specifically set forth and undertaken by it to perform in the Deposit Agreement
without negligence or bad faith.  Each
of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation
and shall be subject to no liability under the Deposit Agreement or this
Receipt to the holder hereof or other persons, except to perform such
obligations as are specifically set forth and undertaken by it to perform in
the Deposit Agreement without negligence or willful misconduct.


 


Neither the Depositary nor any Depositary’s Agent nor the Registrar nor
the Company shall be liable for any action or failure to act by it in reliance
upon the advice of or information from legal counsel, accountants, any person
presenting Stock for deposit, any holder of this Receipt or any other person
believed by it in good faith to be competent to give such advice or
information.


 


20.          Termination
of Deposit Agreement. 
The Deposit Agreement may be terminated only if (i) all of the
outstanding Depositary Shares have been redeemed or converted for any other
securities into which the Stock is convertible or (ii) there has been a final
distribution of the Stock to the holders of Receipts in connection with the
Company’s liquidation, dissolution or winding up.  The Depositary will mail notice of such termination to the record
holders of all Receipts then outstanding at least 30 days prior to the date
fixed in such notice for such termination. 
Upon the termination of the Deposit Agreement, the Company shall be
discharged from all obligations thereunder except for its obligations to the
Depositary, any Depositary’s Agent and any Registrar under Sections 5.7 and 5.8
of the Deposit Agreement.


 


If any Receipts remain outstanding after the date of termination of the
Deposit Agreement, the Depositary thereafter shall discontinue all functions
and be discharged from all obligations as provided in the Deposit Agreement,
except as specifically provided therein.


 


21.          Governing
Law.  The Deposit
Agreement and this Receipt and all rights thereunder and hereunder and
provisions thereof and hereof shall be governed by, and construed


 


A-9

















 


in accordance with, the
law of the State of New York without giving effect to principles of conflict of
laws.


 


A-10

















 


FORM OF ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
                            
the within Receipt and all rights and interests represented by the Depositary
Shares evidenced thereby, and hereby irrevocably constitutes and appoints
                            
attorney, to transfer the same on the books of the within-named Depositary,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTE:  The signature to this
  assignment must correspond with the name as written upon the face of the
  Receipt in every particular, without alteration or enlargement, or any change
  whatever.