Common use of Warrant Certificates Clause in Contracts

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto. Any certificates evidencing (including the Global Warrants to be delivered pursuant to this Agreement text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Class A Warrant CertificatesDefinitive Warrants") shall ---------------------------- be ), substantially in the form set forth in of Exhibit A hereto(not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Such Global Warrants Each Definitive Warrant shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary depositary with respect to the Global Warrants (as defined belowthe "Depositary") in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the CompanyCompany and the Warrant Agent. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and the Warrant Agent Class A Transferable separate Definitive Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 7 below. Class B Non-Transferable Any certificates (the "Warrant Certificates") evidencing the Global Warrants -------- will or the Definitive Warrants to be issued in certificated form, delivered pursuant to this Agreement shall be substantially in the name of and in the denomination as form set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger AgreementExhibit A attached hereto.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be -------------------- issued in global form (the "Global Warrants"), substantially in the --------------- form of --------------- Exhibit A hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be -------------------- substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 ------------------- below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued in global form (the "Global WarrantsGLOBAL WARRANTS"), substantially in the --------------- form of Exhibit A hereto. Any certificates evidencing (including the Global Warrants to be delivered pursuant to this Agreement text accompanying footnotes 1 and 2 thereto but excluding such footnotes), and in definitive form (the "Class A Warrant CertificatesDEFINITIVE WARRANTS") shall ---------------------------- be ), substantially in the form set forth in of Exhibit A hereto(not including footnotes 1 and 2 thereto or the text accompanying such footnotes). Such Global Warrants Each Definitive Warrant shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary depositary with respect to the Global Warrants (as defined belowthe "DEPOSITARY") in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the CompanyCompany and the Warrant Agent. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and the Warrant Agent Class A Transferable separate Definitive Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 7 below. Class B Non-Transferable Any certificates (the "WARRANT CERTIFICATES") evidencing the Global Warrants -------- will or the Definitive Warrants to be issued in certificated form, delivered pursuant to this Agreement shall be substantially in the name of and in the denomination as form set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger AgreementExhibit A attached hereto.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated formform in the form of Exhibit B hereto, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement. -------- (1) These numbers may be adjusted in the final Endo Warrant. See footnotes 2-5 below.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued either in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto(including footnote I thereto) or in registered form as physical Warrant certificates (the "Physical Warrants"). Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Physical Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A attached hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the CompanyCompany and the Warrant Agent. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Physical Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be -------------------- issued in global form (the "Global Warrants"), substantially in the --------------- form of --------------- Exhibit A hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be -------------------- substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of __________________ /1/ These numbers shall be adjusted in the final Endo Warrant. See footnotes 2-5 below. outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. [The Depository Trust Company Company] shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 ------------------- below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class certificates representing the Series A Transferable Warrants -------------------- ("Warrant Certificates") will -------------------- initially be issued either in global form (the "Global Warrants") or in ---------------------- --------------- registered form as definitive Warrant Certificates (the "Definitive Warrants"), in either case substantially ------------------- in the --------------- form of Exhibit A attached hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (--------- shall bear the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form legend set forth in Exhibit A B attached hereto. Such The Global Warrants shall represent such of --------- the outstanding Class Series A Transferable Warrants as shall be specified therein therein, and each Global Warrant shall provide that it shall represent the aggregate amount of outstanding Class Series A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class Series A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class Series A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder Holder thereof. The Depository Trust Company ("DTC") shall act as the Depositary "Depositary" with respect to the Global Warrants until a successor --- ---------- shall be appointed by the CompanyCompany and the Warrant Agent. Upon written request, a Warrant holder who holds Class Holder of Series A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable or the Depositary Definitive Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreementhereof.

Warrant Certificates. The Class A Transferable Warrants will initially -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of --------------- Exhibit A hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be -------------------- substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a -------- 1These numbers shall be adjusted in the final Endo Warrant. See footnotes 2-5 below. Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 ------------------- below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. (a) The Class A Transferable Warrants will -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto. Any certificates evidencing the Global Warrants Warrant Certificates to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be in registered form only and shall be substantially in the form set forth in Exhibit A hereto. Such attached hereto with such changes as are necessary to reflect the number of shares of Common Stock for which the Warrants are then exercisable. (b) The Warrants will be offered and sold in reliance on Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ("Rule 144A") and shall be evidenced initially in the form of one or more permanent global Warrants (each, a "Global Warrant") evidenced by a Warrant Certificate in definitive, fully registered form, substantially in the form set forth in Exhibit A (each, a Global Warrant Certificate"), deposited with the Warrant Agent, as custodian for The Depository Trust Company ("DTC"), or such other depositary institution as the Company may approve to act as depositary for the Warrants and the Warrant Shares (the "Depositary") and registered in the name of a nominee of the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided; provided that until such time as the Warrants separate from the Preferred Stock, the Global Warrants shall represent such be registered in the name of the outstanding Class A Transferable Warrants as Unit Agent and shall be specified therein represented by a Global Unit deposited with the Unit Agent as custodian for and each shall provide that it shall represent registered in the name of DTC or its nominee. The aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby a Global Warrant may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Warrant Agent, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and custodian for the Depositary (or its nominee, as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreementhereinafter provided.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued either in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto(including footnote 1 thereto) or in registered form as physical Warrant certificates (the "Physical Warrants"). Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Physical Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A attached hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the CompanyCompany and the Warrant Agent. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Physical Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued either in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A heretohereto (including the footnote thereto), or in registered form as definitive warrant certificates (the "Definitive Warrants"). Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate, provided that the issuance of Additional Warrants (as defined in the Purchase Agreement) on each date set forth in Section 5.5 of the Purchase Agreement shall require the issuance of a new Global Warrant or Definitive Warrant with respect to the Additional Warrants issued on such date. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Definitive Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued -------------------- in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A --------------- hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the -------------------- form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 ------------------- below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued either in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto. Any hereto (including footnote 1 thereto) or in registered form as definitive Warrant certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant CertificatesDefinitive Warrants") shall ---------------------------- be ), substantially in the form set forth in of Exhibit A heretohereto (excluding footnote 1 thereto). Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary Depository (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company (the "Depository") shall act as the Depositary Depository with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary Depository and Warrant Agent Class A Transferable Definitive Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Certificates evidencing the Warrants (the "Warrant Certificates") initially will -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A heretoattached hereto (including the text referred to in footnotes 1 and 2 thereto). Any certificates evidencing the Each Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary depositary with respect to the Global Warrants (as defined belowthe "Depositary") in accordance with instructions given by the holder thereof. The Company initially appoints The Depository Trust Company shall ("DTC") to act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the CompanyCompany and the Warrant Agent. Upon written Subject to the terms hereof, upon request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and the Warrant Agent Class A Transferable separate Warrants in registered definitive form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form), substantially in the name form of Exhibit A attached hereto (not including the text referred to in footnotes 1 and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement2 thereto).

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A hereto. Any certificates evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be issued in -------------------- global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A heretohereto (including footnote 1 thereto). Any certificates (the "Warrant Certificates") evidencing the Global Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.

Warrant Certificates. The Class A Transferable Warrants will -------------------- initially be -------------------- issued either in global form (the "Global Warrants"), substantially in the --------------- form of Exhibit A heretohereto (including the footnote thereto), or in registered form as definitive warrant certificates (the "Definitive Warrants"). Any certificates (the "Warrant Certificates") evidencing the Global Warrants or the Definitive Warrants to be delivered pursuant to this Agreement (the "Class A Warrant Certificates") shall ---------------------------- be substantially in the form set forth in Exhibit A hereto. Such Global Warrants shall represent such of the outstanding Class A Transferable Warrants as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Class A Transferable Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Class A Transferable Warrants represented thereby may from time to time be reduced or increased, as appropriate, provided that the issuance of Additional Warrants (as defined in the Purchase Agreement) on each date set forth in Section 5.5 of the Purchase Agreement shall require the issuance of a new Global Warrant or Definitive Warrant with respect to the Additional Warrants issued on such date. Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Class A Transferable Warrants represented thereby shall be made by the Warrant Agent and the Depositary (as defined below) in accordance with instructions given by the holder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Warrant holder who holds Class A Transferable Warrants may receive from the Depositary and Warrant Agent Class A Transferable Definitive Warrants in registered form as definitive Warrant Certificates (the "Definitive ---------- Warrants") as set forth in Section 6 below. Class B Non-Transferable Warrants -------- will be issued in certificated form, in the name of and in the denomination as set forth in the applicable letter of transmittal accompanying the shares of common stock of Algos surrendered by the holder thereof in connection with the merger of Algos with and into Sub pursuant to the Merger Agreement.