EX-4.7 Specimen representing the Warrants






Exhibit 4.7




FORM OF FACE OF GLOBAL WARRANT CERTIFICATE




VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON                     , 2013




     This Global Warrant Certificate is held by The Depository Trust Company (the “Depository”) or
its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to
any Person under any circumstances except that (i) this Global Warrant Certificate may be exchanged
in whole but not in part pursuant to Section 6.1(a) of the Warrant Agreement, (ii) this Global
Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section
6.1(h) of the Warrant Agreement and (iii) this Global Warrant Certificate may be transferred to a
successor Depository with the prior written consent of the Company.



     Unless this Global Warrant Certificate is presented by an authorized representative of the
Depository to the Company or the Warrant Agent for registration of transfer, exchange or payment
and any certificate issued is registered in the name of Cede & Co. or such other entity as is
requested by an authorized representative of the Depository (and any payment hereon is made to Cede
& Co. or to such other entity as is requested by an authorized representative of the Depository),
any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful
because the registered owner hereof, Cede & Co., has an interest herein.



     Transfers of this Global Warrant Certificate shall be limited to transfers in whole, but not
in part, to nominees of the Depository or to a successor thereof or such successor’s nominee, and
transfers of portions of this Global Warrant Certificate shall be limited to transfers made in
accordance with the restrictions set forth in Section 6 of the Warrant Agreement.



     No registration or transfer of the securities issuable pursuant to the Warrant will be
recorded on the books of the Company until such provisions have been complied with.



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     THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANT) ARE SUBJECT TO ADDITIONAL AGREEMENTS SET FORTH IN THE WARRANT AGREEMENT
DATED AS OF JUNE 17, 2008, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT
AGREEMENT”).



     THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
                    .



WARRANT TO PURCHASE SHARES OF COMMON STOCK OF




HANCOCK FABRICS, INC.




     CUSIP #                     



     ISSUE DATE:                     , 2008



     No.                    



     This certifies that, for value received,                                        , and its registered assigns
(collectively, the “Registered Holder”), is entitled to purchase from Hancock Fabrics, Inc., a
corporation incorporated under the laws of the State of Delaware (the “Company”), subject to the
terms and conditions hereof, at any time before 5:00 p.m., New York time, on                                         ,
2013, the number of fully paid and non-assessable shares of Common Stock of the Company set forth
above at the Exercise Price (as defined in the Warrant Agreement). The Exercise Price and the
number and kind of shares purchasable hereunder are subject to adjustment from time to time as
provided in Article V of the Warrant Agreement. The initial Exercise Price shall be
$                    .



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.



     IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its corporate
seal as of the
                      day of                                         , 2008.



	 	 	 	 	 	 	 
	 	 	HANCOCK FABRICS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:      	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Print Name:
	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 

Secretary
	 	 






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	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 


as Warrant Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 





Address of Registered Holder for Notices (until changed in accordance with this Warrant):




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON
THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.



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FORM OF REVERSE OF WARRANT




     The Warrant evidenced by this Warrant Certificate is a part of a duly authorized issue of
Warrants to purchase
                                        
shares of Common Stock issued pursuant to that the Warrant
Agreement, a copy of which may be inspected at the Warrant Agent’s office. The Warrant Agreement
hereby is incorporated by reference in and made a part of this instrument and is hereby referred to
for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the Registered Holders of the Warrants. All
capitalized terms used on the face of this Warrant herein but not defined that are defined in the
Warrant Agreement shall have the meanings assigned to them therein.



     Upon due presentment for registration of transfer of the Warrant at the office of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any applicable tax or other governmental charge.



     The Company shall not be required to issue fractions of Warrant Shares or any certificates
that evidence fractional Warrant Shares.



     No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act
or state securities laws.



     This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of
the Company.



     The Company and Warrant Agent may deem and treat the Registered Holder hereof as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.



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