0000950144-08-004936 Sample Contracts

This Subscription Agent Agreement is made as of June 17, 2008.
Subscription Agent Agreement • June 19th, 2008 • Hancock Fabrics Inc • Retail-miscellaneous shopping goods stores • Tennessee

WHEREAS the Company has resolved to offer rights (the “Rights”) at a price of $1,000 per Right. Each Right will allow certain stockholders of the Company to purchase one $1,000 principal amount of floating rate secured note (“Notes”) and a warrant (“Warrants”) to purchase 400 shares of the Company’s Common Stock at an exercise price equal to the greater of (i) $1.00 and (ii) the volume weighted average trading price for the 30 days prior to the 3rd business day before the date of issuance of the Warrants;

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MASTER WARRANT AGREEMENT BETWEEN HANCOCK FABRICS, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT DATED AS OF JUNE 17, 2008 WARRANTS TO PURCHASE 9,500,000 SHARES OF COMMON STOCK
Master Warrant Agreement • June 19th, 2008 • Hancock Fabrics Inc • Retail-miscellaneous shopping goods stores • New York

THIS MASTER WARRANT AGREEMENT is entered into June 17, 2008, between HANCOCK FABRICS, INC., a Delaware corporation, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Warrant Agent”).

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