EXHIBIT
4.6


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

  	
   

  	
   

  



 



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  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

  	
   

  	
   

  



 



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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             .



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“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 



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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;



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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. 



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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



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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



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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.



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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.



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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.



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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 



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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 



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



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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.