EXHIBIT
10.3

    


    HANA
BIOSCIENCES, INC.

     

    REGISTRATION RIGHTS
AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”), dated
June 7, 2010, among Hana Biosciences, Inc., a Delaware corporation (the “Company”), and the
purchasers signatory hereto (each, a “Purchaser”, and
collectively, the “Purchasers”), is
entered into pursuant to that certain Investment Agreement, dated June 7, 2010,
by and between the Company and the Purchasers (the “Investment
Agreement”), providing for the Company’s issuance and sale of (a) Series
A-1 Convertible Preferred Stock (the “Series A-1 Preferred
Shares”), which will be, upon issuance, convertible into authorized but
unissued shares (“Series A-1 Conversion
Shares”) of common stock, par value $0.001 per share, of the Company (the
“Common
Stock”), and will have the terms set forth in the Certificate of
Designations for such Series A-1 Preferred Shares (the “Series A-1 Certificate of
Designation”) and (b) Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred
Shares”, the Series A-1 Preferred Shares and the Series A-2 Preferred
Shares are collectively referred to herein as the “Preferred Shares”),
which Series A-2 Preferred Shares will be, upon issuance, convertible into
authorized but unissued shares (“Series A-2 Conversion
Shares” and together with the Series A-1 Conversion Shares, the “Conversion Shares”)
of Common Stock and will have the terms set forth in the Certificate of
Designations for such Series A-2 Preferred Shares (the “Series A-2 Certificate of
Designation”, and together with the Series A-1 Certificate of
Designation, each a “Certificate of
Designation” and together the “Certificates of
Designation”).  Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in Section 8(p)
herein.

     

    1.        
   Shelf
Registration.  So long as any Registrable Shares are
outstanding, the Company shall take the following actions:

     

    (a)           The
Company shall, as soon as practicable, file with the Securities and Exchange
Commission (the “Commission”), and,
subject to Section 3(c) hereof, thereafter use its best efforts to cause to be
declared effective no later than June 7, 2011, in each case subject to Section 3(h), a
registration statement (the “Shelf Registration
Statement”) on an appropriate form under the Securities Act relating to
the offer and sale of the maximum amount of Registrable Shares by the Holders
thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “Shelf
Registration”).  If any Registrable Securities are not covered
by the Shelf Registration Statement because they are not outstanding, the
Company shall, as soon as practicable, to the extent that at any time following
the effective date of the Shelf Registration Statement additional Registrable
Shares are outstanding and eligible to be covered by a registration statement on
an appropriate form under the Securities Act relating to the offer and sale of
such Registrable Securities, cause such a registration statement to be filed and
declared effective on terms reasonably consistent with the Shelf Registration
Statement.

     

    
      
         


      

      
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    (b)           The
Company shall use its best efforts to keep the Shelf Registration Statement
continuously effective, and shall renew such Shelf Registration Statement or
file a new Shelf Registration Statement to the extent required, in order to
permit the prospectus included therein to be lawfully delivered by the Holders
of the Registrable Shares included therein, until the date on which all
Registrable Shares cease to be Registrable Shares (such period being called the
“Shelf Registration
Period”). The Company shall be deemed not to have used its best efforts
to keep the Shelf Registration Statement effective during the Shelf Registration
Period if it voluntarily takes any action that would result in Holders of
Registrable Shares covered thereby not being able to offer and sell such
Registrable Shares during that period, unless such action is required by
applicable law or except as provided in Section
3(h).

     

    (c)           Notwithstanding
any other provisions of this Agreement to the contrary, the Company shall cause
(i) the Shelf Registration Statement (as of the effective date of the Shelf
Registration Statement), any amendment thereof (as of the effective date
thereof) or supplement thereto (as of its date), (A) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of the Commission
and (B) not to contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, and
(ii) any related prospectus, preliminary prospectus or Free Writing Prospectus
and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission and (B) not to contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that the
Company shall have no such obligations or liabilities with respect to any
written information pertaining to any Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein.

     

    2.     
      Piggy Back
Registration.

     

    (a)           If
the Company shall determine to register any of its equity securities in a
Qualified Piggy Back Registration, the Company shall: (x) promptly give to each
of the Holders a written notice thereof (which shall include a list, if then
known by the Company, of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable blue sky or other state
securities laws); and (y) subject to the terms set forth in Sections 2(b) and
2(c) hereof,
include in such Registration (and any related qualification under blue sky or
other state securities laws), and in any underwriting involved therein, any or
all of the Registrable Shares held by any such Holder as set forth in a written
request or requests, made by such Holder within fifteen (15) days after receipt
of the written notice from the Company described in clause (x) immediately
above.

     

    
      
         


      

      
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    (b)           If
the Registration in respect of which the Company gives notice pursuant to Section 2(a)(x)
hereof is for a registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to said Section
2(a)(x).  To the extent such Registration involving an
underwriting is only of Common Stock, Holders shall only be entitled to register
any Registrable Securities in such Registration to the extent such Registrable
Securities are Common Stock.  If any Holder requests inclusion in any
Registration in accordance with the terms set forth in this Section 2, the
inclusion of the Registrable Shares of such Holder in such Registration shall be
conditioned upon such Holder’s acceptance of the further applicable provisions
of this Agreement, including the applicable provisions of this Section
2.  The Holders whose shares of Registrable Shares are to be
included in any such Registration shall (together with the Company and the Other
Stockholders, if any, distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for underwriting by the Company;
provided, however, that
no Holder so registering their Registrable Shares shall be required to make any
representations or warranties, or provide any indemnity, in connection with any
such Registration other than representations and warranties (or indemnities with
respect thereto) as to (i) such Holder’s ownership of its Registrable Shares to
be transferred pursuant to such underwriting agreement free and clear of all
liens, claims and encumbrances, (ii) such Holder’s power and authority to effect
such transfer pursuant to such underwriting agreement, (iii) such matters
pertaining to compliance with securities laws by such Holder as may be
reasonably requested by the representative of the underwriter or underwriters
and (iv) such matters relating to written information furnished to the Company
by such Holder specifically for use in the registration statement and prospectus
(and any related documents) to be used by the Company in connection with such
Registration; provided
further, however, that the obligation of such Holder to indemnify any
Person pursuant to any such underwriting agreement shall be several, not joint
and several, among the stockholder selling securities in such Registration, and
the liability of each such Holder will be in proportion thereto; and provided further, however,
that such liability will be limited to the net amount (after giving effect to
underwriters discounts and commissions) received by such Holder from the sale of
its Registrable Shares pursuant to such Registration.

     

    (c)           Notwithstanding
any other provision of this Section 2 to the
contrary, if any Registration in respect of which any Holder is exercising its
rights under this Section 2 involves an
underwritten public offering and the representative of the underwriter or
underwriters advises the Company that, in its view, the number of shares of
equity securities of the Company (including, as applicable, Registrable Shares
and Other Securities of the Company) that are proposed to be included in such
Registration exceeds the largest number of shares that can be sold in such
Registration without having an adverse effect on the offering contemplated
thereby (a “Piggy Back
Marketing Limitation”), including the price at which such shares can be
sold, then the number of Registrable shares and Other Securities to be included
in such Registration shall be reduced in accordance with the following
priority:

     

    (i)           If
the Registration is being effected for the account of the Company, (x) first,
the Other Securities held by Other Stockholders shall be excluded from such
Registration to the extent so required by the Piggy Back Marketing Limitation;
(y) second, if, after the exclusion of all of the Other Securities held by the
Other Stockholders that were proposed to be included in such Registration,
further reductions are still required due to the Piggy Back Marketing
Limitation, the number of Registrable Shares included in such Registration by
each Holder shall be reduced on a pro rata basis (based on the number of
Registrable Shares that each such Holder proposed to include in such
Registration), to the extent so required by the Piggy Back Marketing Limitation;
and (z) third, if, after the exclusion of the Other Securities of the Other
Stockholders and the Registrable Securities of Holders in accordance with the
terms set forth in clauses (x) and (y) immediately above, further reductions are
still required, the number of shares of equity securities that the Company
proposed to sell in such Registration shall be reduced to the extent so required
by the Piggy Back Marketing Limitation; or

     

    
      
         


      

      
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    (ii)          If
the Registration is being effected for the account of, and at the request of, an
Other Stockholder (the “Demanding Other
Stockholder”), (x) first, the Other Securities held by Other Stockholders
(other than the Demanding Other Stockholder) shall be excluded from such
Registration to the extent so required by the Piggy Back Marketing Limitation;
(y) second, if, after the exclusion of all of the Other Securities held by the
Other Stockholders (other than the Demanding Other Stockholder) that were
proposed to be included in such Registration, further reductions are still
required due to the Piggy Back Marketing Limitation, the number of Registrable
Shares included in such Registration by each Holder shall be reduced on a pro
rata basis (based on the number of Registrable Shares that each such Holder
proposed to include in such Registration), to the extent so required by the
Piggy Back Marketing Limitation; and (z) third if, after the exclusion of the
Other Securities of the Other Stockholders (other than the Demanding Other
Stockholder) and the Registrable Securities of Holders in accordance with the
terms set forth in clauses (x) and (y) immediately above, further reductions are
still required, the number of shares of Other Securities that the Demanding
Other Stockholder proposed to sell in such Registration shall be reduced to the
extent so required by the Piggy Back Marketing Limitation.

     

    No
Registrable Shares or Other Securities excluded from any Registration by reason
of the Piggy Back Marketing Limitation shall be included in such
Registration.  If any Registering Stockholder that has requested
inclusion in a Registration as provided in this Section 2 disapproves
of the terms of the underwriting, such Person may elect to withdraw therefrom by
written notice to the Company and the representative of the underwriter or
underwriters.  The securities so withdrawn shall also be withdrawn
from the Registration.  If the underwriter has not limited the number
of Registrable Securities or Other Securities to be underwritten, as applicable,
the Company and officers and directors of the Company may include its or their
securities for its or their own account in such Registration if the
representative of the underwriter or underwriters so agrees and if the number of
Registrable Shares and Other Securities which would otherwise have been included
in such Registration will not thereby be limited.

     

    3.      
     Registration
Procedures.  In connection with a Registration Statement
contemplated by Sections 1 or 2 the following
provisions shall apply:

     

    
      
         


      

      
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    (a)           At
the time the Commission declares such Registration Statement effective, (y) in
the case of a Shelf Registration Statement, each Holder, and (z) in the case of
a Registration Statement other than a Shelf Registration Statement, each Holder
requesting inclusion of Registrable Shares in such Registration Statement, shall
be named as a selling security holder in such Registration Statement and the
related prospectus in such a manner as to permit such Holder to deliver such
prospectus to purchasers of Registrable Shares included in the Registration
Statement in accordance with applicable law, subject to the terms and conditions
hereof.  From and after the date a Registration Statement is declared
effective, the Company shall, as promptly as practicable and in any event upon
the later of (x) five (5) Business Days after such date or (y) five (5) Business
Days after the expiration of any Deferral Period that is either in effect or put
into effect within five (5) Business Days of such date:

     

    (i)           if
required by applicable law, prepare and file with the Commission a
post-effective amendment to such Registration Statement or prepare and, if
required by applicable law, file a supplement to the related prospectus or a
supplement or amendment to any document incorporated therein by reference or
file with the Commission any other required document so that the Holder is named
as a selling security holder in such Registration Statement and the related
prospectus in such a manner as to permit such Holder to deliver such prospectus
to purchasers of such Holder’s Registrable Shares included in such Registration
Statement in accordance with applicable law and, if the Company shall file a
post-effective amendment to such Registration Statement, use its best efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date (the
“Amendment
Effectiveness Deadline Date”) that is thirty (30) days after the date
such post-effective amendment is required by this clause to be
filed;

     

    (ii)  
        provide such Holder copies of
any documents filed pursuant to Section 3(a)(i);
and

     

    (iii)  
       notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section
3(a)(i);

     

    provided, that if the request
by such Holders is delivered during a Deferral Period (as defined in Section
3(h)), the Company shall so inform the Holder making such request and shall take
the actions set forth in clauses (i), (ii) and (iii) above upon expiration of
the Deferral Period in accordance with this Section 3(a) and
Section 3(h) of
this Agreement. Notwithstanding anything contained herein to the contrary, the
Amendment Effectiveness Deadline Date shall be extended by up to five (5)
Business Days from the expiration of a Deferral Period if such Deferral Period
shall be in effect on the Amendment Effectiveness Deadline Date.

     

    (b)           The
Company shall notify the Holders of the Registrable Shares included within the
coverage of a Registration Statement (which notice may, at the discretion of the
Company (or as required pursuant to Section 3(h)), state
that it constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall
apply):

     

    
      
         


      

      
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    (i)    
       when the Registration Statement or any
amendment thereto has been filed with the Commission and when such Registration
Statement or any post-effective amendment thereto has become
effective;

     

    (ii)     
     of any request by the Commission for amendments or
supplements to such Registration Statement or the prospectus included therein or
for additional information;

     

    (iii)     
    of the issuance by the Commission of any stop order
suspending the effectiveness of such Shelf Registration Statement or the
initiation of any proceedings for that purpose and
of any other action, event or failure to act that would cause such Registration
Statement not to remain effective;

     

    (iv)    
     of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any Registrable Shares for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and

     

    (v)    
      of the occurrence of any Material Event (as
defined in Section
3(h)).

     

    (c)           Notwithstanding
the registration obligations set forth in Sections 1 and 2 hereof, in the event
the Commission informs the Company that all of the Registrable Shares cannot, as
a result of the application of Rule 415, be registered for resale on a single
registration statement, the Company agrees to promptly (i) inform each of the
Holders thereof and use its reasonable best efforts to file amendments to the
applicable Registration Statement as required by the Commission and/or (ii)
withdraw such Registration Statement and file a new registration statement (a
“New Registration
Statement”), in either case covering the maximum number of Registrable
Shares permitted to be registered by the Commission on such Registration
Statement.  In the event the Company amends the initial Registration
Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its reasonable best efforts to
file with the Commission, as promptly as allowed by Commission or staff guidance
provided to the Company or to registrants of securities in general, one or more
additional Registration Statements on such form available to register for resale
those Registrable Securities that were not registered for resale on the Initial
Registration Statement, as amended, or the New Registration Statement (the
“Remainder
Registration Statements”).  For purposes of clarity, in no
event shall the Company be deemed to have breached its obligations under this
Agreement to the extent the Company is prohibited from registering all
Registrable Shares on one Registration Statement as a result of the application
by the Commission or its staff of Rule 415, provided it otherwise complies with
this Section 3(c) and the other provisions of this Agreement.

     

    (d)           The
Company shall use its best efforts to obtain the withdrawal at the earliest
possible time of any stop order suspending the effectiveness of a Registration
Statement and the elimination of any other impediment to the continued
effectiveness of a Registration Statement.

     

    
      
         


      

      
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    (e)           The
Company shall promptly furnish to each Holder of Registrable Shares included
within the coverage of a Registration Statement, without charge, if the Holder
so requests in writing, at least one conformed copy of such Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules and all exhibits thereto (including those, if any,
incorporated by reference).

     

    (f)    
       The Company shall promptly deliver to
each Holder of Registrable Shares included within the coverage of a Registration
Statement, without charge, as many copies of the prospectus (including each
preliminary prospectus) included in such Registration Statement and any
amendment thereof or supplement thereto and any
Free Writing Prospectus used in connection therewith as such Holder may
reasonably request.  The Company consents, subject to the provisions
of this Agreement and except during such periods that a Deferral Notice is
outstanding and has not been revoked, to the use of the prospectus and each
amendment or supplement thereto and any Free
Writing Prospectus used in connection therewith by each of the selling
Holders in connection with the offering and sale of the Registrable Shares
covered by the prospectus, or any amendment or supplement thereto, included in a
Registration Statement.

     

    (g)           The
Company shall use its best efforts to (i) register or qualify, or cooperate with
the Holders of the Registrable Shares included in a Registration Statement and
their respective counsel in connection with the registration or qualification
of, the resale of the Registrable Shares under the securities or “blue sky” laws
of such states of the United States as any Holder requests in writing and to do
any and all other acts or things necessary or advisable to enable the offer and
sale in such jurisdictions of the Registrable Shares covered by such
Registration Statement; and (ii) cause such Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company and
to do any and all other actions and things as may be reasonable necessary or
advisable to enable such Holders to consummate the disposition of the
Registrable Shares owned by such Holder pursuant to such Registration Statement;
provided, however, in
each case, that the Company shall not be required to (i) qualify generally to do
business in any jurisdiction where it is not then so qualified or (ii) take any
action that would subject it to general service of process or to taxation in any
jurisdiction to which it is not then so subject.

     

    (h)           The
Company shall cooperate with the Holders of the Registrable Shares to facilitate
the timely preparation and delivery of certificates representing the Registrable
Shares to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free of any restrictive legends and in such
denominations and registered in such names as the Holders may
request.

     

    
      
         


      

      
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    (i)   
        Upon (i) the issuance by the
Commission of a stop order suspending the effectiveness of a Registration
Statement or the initiation of proceedings with respect to a Registration
Statement under Section 8(d) or 8(e) of the Securities Act, (ii) the occurrence
of any event or the existence of any fact (a “Material Event”) as a
result of which (x) a Registration Statement shall contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or (y) any
prospectus included in a Registration Statement shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) the
occurrence or existence of any pending corporate development that, in the
reasonable judgment of the Company, makes it necessary to suspend the
availability of a Registration Statement and the related prospectus for a period
of time:

     

    (A)           in
the case of clause (ii) above, subject to clause (B) below, as promptly as
practicable, the Company shall prepare and file, if necessary pursuant to
applicable law, a post-effective amendment to such Registration Statement or a
supplement to the related prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and related prospectus so that (1)
such Registration Statement does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and (2) such prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, as thereafter delivered to the purchasers of the Registrable Shares
being sold thereunder, and, in the case of a post-effective amendment to such
Registration Statement, subject to the next sentence, use its best efforts to
cause it to be declared effective as promptly as is practicable;
and

     

    (B)           the
Company shall give notice to the Holders with respect to such Registration
Statement, that the availability of such Registration Statement is suspended (a
“Deferral
Notice”) and, upon receipt of any Deferral Notice, each Holder agrees not
to sell any Registrable Shares pursuant to such Registration Statement until
such Holder’s receipt of copies of the supplemented or amended prospectus
provided for in clause (A) above, or until it is advised in writing by the
Company that the prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such prospectus.

     

    The
Company will use its best efforts to ensure that the use of the prospectus with
respect to such Registration Statement may be resumed (x) in the case of clause
(i) above, as promptly as is practicable, (y) in the case of clause (ii) above,
as soon as, in the reasonable judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the
Company or, as soon as practicable thereafter and (z) in the case of clause
(iii) above, as soon as, in the reasonable judgment of the Company, such
suspension is no longer necessary; provided, that in no event
shall (A) the aggregate duration of any such suspension arising from an event
described in clause (iii) above exceed 60 days, (B) the aggregate duration of
all such suspensions arising from events described in clauses (ii) and (iii)
above exceed 90 days in any 12-month period or (C) a suspension arising from an
event described in clauses (ii) and (iii) above be invoked more than twice in
any 12-month period.  Any such period during which the availability of
a Registration Statement and any related prospectus is suspended is referred to
as the “Deferral
Period.”

     

    
      
         


      

      
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    (j)           The
Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to a Registration hereunder and will
make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement
(which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder, no later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company’s first fiscal quarter commencing after the effective
date of the Shelf Registration Statement, which statement shall cover such
12-month period.

     

    (k)           If
requested in writing in connection with a disposition of Registrable Shares
pursuant to a Registration Statement, make reasonably available for inspection
during normal business hours by a representative for the Holders of a majority
of the number of the Registrable Shares to be included in such Registration
Statement, any broker-dealers, attorneys and accountants retained by such
Holders, and any attorneys or other agents retained by a broker-dealer engaged
by such Holders, all relevant financial and other records and pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the appropriate officers, directors and employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours on reasonable notice all relevant information reasonably requested by such
representative for the Holders, or any such broker-dealers, attorneys or
accountants in connection with such disposition, in each case as is customary
for similar “due diligence” examinations; provided, that such persons
shall first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of the Registration
Statement or the use of any prospectus or Free Writing Prospectus referred to in
this Agreement) or (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by any
such person, and provided further that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Holders and the other parties entitled thereto by one legal counsel
(“Holders
Counsel”) designated by the Holders of a majority of the number of
Registrable Shares with respect to such Registration Statement.

     

    
      
         


      

      
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    (l)           The Company shall (i) permit such Holders Counsel to
review and comment upon (A) a Registration
Statement at least five (5) Business Days prior to its filing with the
Commission and (B) all Free Writing Prospectuses and all amendments and
supplements to all Registration Statements within a reasonable number of days prior to
their filing with the Commission, and (ii) not file any Registration
Statement or amendment thereof or supplement thereto or any Free Writing Prospectus in
a form to which such Holders Counsel reasonably objects.  The Company
shall furnish to such Holders Counsel, without charge, (x) copies of any
correspondence from the Commission or the staff of the Commission to the Company
or its representatives relating to any Registration
Statement or any document incorporated by reference therein, (y) promptly after
the same is prepared and filed with the Commission, one copy of any Registration
Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by a
Holder, and all exhibits and (z) promptly upon the effectiveness of any
Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto.
The Company shall reasonably cooperate with such Holders Counsel in performing
the Company’s obligations pursuant to this Section 3.

     

    (m)          In
connection with underwritten offerings, the Company shall make such
representations and warranties to the Holders of Registrable Shares included in
a Registration Statement and to any underwriters in connection with such
disposition in form, substance and scope as are customarily made by issuers to
underwriters in primary underwritten offerings.  The Company will enter into and perform customary
agreements (including underwriting and indemnification and contribution
agreements in customary form with the managing underwriter or underwriters, as
applicable) and take such other commercially reasonable actions as are required
in order to expedite or facilitate each disposition of Registrable Shares and
shall provide all reasonable cooperation, including causing appropriate officers
to attend and participate in “road shows” and other
information meetings organized by the managing underwriter or underwriters, if
applicable.

     

    (n)           If reasonably requested by a Holder, the Company shall
as soon as practicable (i) incorporate in a prospectus supplement or
post-effective amendment such information as such Holder reasonably requests to
be included therein relating to the sale and distribution of Registrable Shares,
including, without limitation, information with respect to the number of
Registrable Shares being offered or sold, the purchase price being paid therefor
and any other terms of the offering of the Registrable Shares to be sold in such
offering; (ii) make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration
Statement if reasonably requested by a Holder holding any Registrable
Shares.

     

    (o)           The
Company shall obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any) addressed to each selling
Holder of Registrable Shares included in a Registration Statement and the
underwriters, if any, in customary form and covering such matters of the kind
customarily covered by opinion in transactions of the nature contemplated by
such Registration Statement.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (p)           With
respect to any Registration Statement involving an underwritten offering, the
Company shall obtain “comfort” letters and updates thereof from the independent
certified public accountants of the Company (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in, or incorporated by
reference into, a Registration Statement), addressed to each selling Holder of
Registrable Shares included in a Registration Statement and the underwriters, if
any, in customary form and covering such matters of the kind customarily covered
by “comfort” letters in transactions of the nature contemplated by such
Registration Statement.

     

    (q)           If any Holder is deemed to be, alleged to be or
reasonably believes it may be deemed or alleged to be, an underwriter or is
required under applicable securities laws to be described in a Registration
Statement as an underwriter, at the reasonable request of such Holder, the
Company shall use its best efforts to cause
to be furnished to such Holder,
on the date of the effectiveness of such
Registration Statement and thereafter from
time to time on such dates as such Holder may reasonably request (i) a letter,
dated such date, from the Company’s independent
certified public accountants (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial data are,
or are required to be, included in, or incorporated by reference into, the Shelf
Registration Statement) in form and substance as
is customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the Holders, and (ii) a legal opinion, dated as of such date, in form, scope and
substance as is customarily given in an underwritten public offering, addressed
to the Holders.

     

    (r)      
     Subject to the qualification of its Common Stock
for listing on an Approved Market, the Company shall use its reasonable best
efforts to cause the Conversion Shares to be approved for listing and listed, as
applicable, on such Approved Market promptly following the date hereof or the
date on which the Common Stock qualifies for listing on an Approved Market,
whichever is later.

     

    4.        
   Holder’s
Obligations.  Each Holder agrees promptly to furnish to the
Company all information required to be disclosed under Item 507 of Regulation
S-K under the Securities Act and any other material information regarding such
Holder and the distribution of such Registrable Shares as the Company may from
time to time reasonably request.  Any sale of any Registrable Shares
by any Holder shall constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of distribution is as set
forth in the prospectus delivered by such Holder in connection with such
disposition, that such prospectus does not as of the time of such sale contain
any untrue statement of a material fact provided in writing by such Holder and
that such prospectus does not as of the time of such sale omit to state any
material fact relating to or provided in writing by such Holder necessary to
make the statements in such Prospectus, in the light of the circumstances under
which they were made, not misleading.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    5.      
     Registration
Expenses.

     

    (a)           In
connection with a Registration Statement pursuant to Sections 1 and 2 hereof,
all fees and expenses incident to the Company’s performance of and compliance
with this Agreement will be borne by the Company, regardless of whether the
applicable Registration Statement is ever filed or becomes effective, including
without limitation:

     

    (i)      
     all registration and filing fees and
expenses;

     

    (ii)           all
fees and expenses of compliance with federal securities and state “blue sky” or
securities laws;

     

    (iii)          all
expenses of printing (including without limitation printing certificates and
prospectuses), messenger and delivery services and telephone;

     

    (iv)          all
fees and disbursements of counsel for the Company;

     

    (v)   
       all application and filing fees in
connection with listing on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and

     

    (vi)          all
fees and disbursements of independent registered public accountants of the
Company (including without limitation the expenses of any special audit and
comfort letters required by or incident to such performance).

     

    The
Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

     

    (b)           In
connection with a Registration Statement, the Company will reimburse the Holders
of Registrable Shares who are selling or reselling Registrable Shares pursuant
to the “Plan of Distribution” contained in such Registration Statement up to a
maximum of $25,000 for the reasonable fees and disbursements of not more than
one counsel, which shall be chosen by the Holders of a majority in number of
shares of the Registrable Shares for whose benefit such Registration Statement
is being prepared.

     

    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    6.  
         Indemnification.

     

    (a)           The
Company agrees to indemnify and hold harmless each Holder of the Registrable
Shares included within the coverage of a Registration Statement, the directors,
officers, employees, Affiliates and agents of each such Holder and each Person
who controls any such Holder within the meaning of the Securities Act or the
Exchange Act (collectively, the “Holder Indemnified
Parties”) from and against any losses, claims, damages or liabilities,
joint or several, or any actions in respect thereof (including, but not limited
to, any losses, claims, damages, liabilities or actions relating to purchases
and sales of the Registrable Shares) to which each Holder Indemnified Party may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in such Registration Statement or in any amendment thereof, in
each case at the time such became effective under the Securities Act, or in any
Disclosure Package, prospectus or in any amendment thereof or supplement
thereto, or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
(in the case of the Disclosure Package or any prospectus, in the light of the
circumstances under which they were made) not misleading, and shall reimburse,
as incurred, the Holder Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action in respect thereof; provided, however, that the Company
shall not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or omission
made in such Registration Statement, the Disclosure Package, any prospectus or
in any amendment thereof or supplement thereto in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder Indemnified Party specifically for
inclusion therein.  The Company shall also indemnify underwriters
(including, without limitation, any Holder
Indemnified Party deemed or alleged to be an underwriter or required under
applicable securities laws to be described in the applicable Registration
Statement as an underwriter), their officers and directors and each
Person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Registrable Shares.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any Holder Indemnified
Parties and shall survive the transfer of the Registrable Shares by any
Holder.

     

    (b)           Each
Holder of the Registrable Shares covered by a Registration Statement severally
and not jointly agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs such Registration Statement and each
Person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act (a “Company Indemnified
Party”) from and against any losses, claims, damages or liabilities or
any actions in respect thereof, to which a Company Indemnified Party may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement or in any amendment thereof, in each
case at the time such became effective under the Securities Act, or in any
Disclosure Package, prospectus or in any amendment thereof or supplement
thereto, or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
(in the case of the Disclosure Package or any prospectus, in the light of the
circumstances under which they were made) not misleading, but in each case only
to the extent that the untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Company Indemnified Parties for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof.  Notwithstanding any other provision of this Section 6(b), no Holder shall be required to indemnify or hold
harmless any Company Indemnified Party in an amount in excess of the amount
equal to the net proceeds received by such Holder from the sale
of the Registrable Shares pursuant to such
Registration Statement.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (c)           Promptly
after receipt by a Holder Indemnified Party or a Company Indemnified Party
(each, an “Indemnified
Party”) of notice of the commencement of any action or proceeding
(including a governmental investigation), such Indemnified Party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6,
notify the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party will not relieve the indemnifying party from
liability under paragraph (a) or (b) above unless and to the extent the
indemnifying party has been materially prejudiced by such failure.  In
case any such action is brought against any Indemnified Party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to assume the defense thereof (by notice of such to the Indemnified
Party), with counsel reasonably satisfactory to such Indemnified Party (who
shall not, except with the consent of the Indemnified Party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
Indemnified Party of its election to so assume the defense thereof the
indemnifying party will not be liable to such Indemnified Party under this Section 6 for any
legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such Indemnified Party in connection with the defense
thereof; provided,
however, if such
Indemnified Party shall have reasonably concluded that there may be actual or
potential conflicts of interests between the indemnifying party and the
Indemnified Party in such claim or litigation resulting therefrom or that there
are one or more defenses available to it that are in conflict with those
available to the indemnifying party, in each case the indemnifying party shall
not have the right to direct the defense of such action on behalf of the
Indemnified Party and the reasonable fees and expenses of such Indemnified
Party’s counsel shall be borne by the indemnifying party.  In no event
shall the indemnifying party be liable for the fees and expenses of more than
one counsel (together with appropriate local counsel) at any time for any
Indemnified Party in connection with any one action or separate but
substantially similar or related actions arising in the same jurisdiction out of
the same general allegations or circumstances.  No indemnifying party
shall, without the prior written consent of the Indemnified Party (not to be
unreasonably withheld or delayed), effect any settlement of any pending or
threatened action in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party unless such settlement (i) includes an unconditional release of such
Indemnified Party from all liability on any claims that are the subject matter
of such action and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Party.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (d)           If
the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an Indemnified Party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and the
Indemnified Party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable
considerations.  The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
the Holder or Holder Indemnified Party, as the case may be, on the other, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The amount paid by
an Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any action or claim that is
the subject of this subsection (d).  The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation that does not take account of the equitable considerations
referred to above.  Notwithstanding any other provision of this Section 6(d), no
Holder shall be required to contribute any amount in excess of the amount equal
to the net proceeds received by such Holder from the sale of the Registrable
Shares pursuant to such Registration Statement.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

     

    (e)           The
agreements contained in this Section 6 shall
survive the sale of the Registrable Shares pursuant to a Registration Statement
and shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
Indemnified Party.

     

    7.       
    Underwritten
Registrations.

     

    (a)           Request for Underwritten
Offering.  From time to time, upon written request by a Holder
or Holders (the “Initiating Holders”),
which request shall specify the amount of the Initiating Holders’ Registrable
Shares to be sold (the “Requested Registrable
Shares”), the Company shall use its best efforts to cause the sale of
such Requested Registrable Shares to be in the form of a firm commitment
underwritten public offering if the anticipated aggregate offering price
(calculated based upon the market price of the Registrable Shares on the date of
such written request) to the public equals or exceeds $10 million (a “Requested Underwritten
Offering”) (including causing to be produced and filed any necessary
prospectuses or prospectus supplements with respect to such
offering).  The managing underwriter or underwriters for a Requested
Underwritten Offering shall be an investment banking firm or firms of national
reputation selected by the Holders holding a majority of the Registrable Shares
to be included in such Requested Underwritten Offering (the “Approved
Underwriters”); provided, however, that the
Approved Underwriters shall, in any case, also be reasonably acceptable to the
Company.  The number of Requested Underwritten Offerings pursuant to
this Agreement shall be limited to three (3).

     

    
      
         


      

      
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    (b)           Participation in Requested
Underwritten Offering.  The Company shall (i) as promptly as
practicable but in no event later than ten (10) Business Days after the receipt
of a request for a Requested Underwritten Offering from any Initiating Holders,
give written notice thereof to all of the Holders (other than such Initiating
Holders), which notice shall specify the number of Requested Registrable Shares,
the names and notice information of the Initiating Holders and the intended
disposition of such Registrable Shares through an underwritten public offering
and (ii) subject to Section 7(c), include
in the Requested Underwritten Offering all of the Registrable Shares requested
by such Holders for inclusion in such Requested Underwritten Offering from whom
the Company has received a written request for inclusion therein within 20 days
after the receipt by such Holders of such written notice referred to in clause
(i) above; provided, however,
that to the extent such Requested Underwritten Offering is only of Common Stock,
Holders shall only be entitled to include in such Requested Underwritten
Offering Registrable Securities that are Common Stock.  Each such
request by such Holders shall specify the number of Registrable Shares proposed
to be included in the Requested Underwritten Offering and such Holder shall send
a copy of such written request to the Company and the Initiating
Holders.  The failure of any Holder to respond within such 20 day
period referred to in clause (ii) above shall be deemed to be a waiver of such
Holder’s rights under this Section 7 with
respect to such Requested Underwritten Offering.  Any Holder may waive
its rights under this Section 7 prior to
the expiration of such 20-day period by giving written notice to the Company,
with a copy to the Initiating Holders.  Notwithstanding anything to
the contrary herein, no equity securities of the Company held by the Company or
any person other than a Holder may be included in such Requested Underwritten
Offering without the prior written consent of the Holders holding a majority of
the Registrable Shares to be included therein.

     

    (c)           Limitation on Requested Underwritten
Offering.  In connection with any Requested Underwritten
Offering, none of the Registrable Shares held by any Holder (including the
Initiating Holders) shall be included in such Requested Underwritten Offering
unless such Holder (i) agrees to sell such Holder’s Registrable Shares on the
basis reasonably provided in any underwriting arrangements approved by the
Holders holding a majority of the Registrable Shares to be included in such
Requested Underwritten Offering and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements, and then only in such aggregate amount as, in the opinion of the
Approved Underwriters, can be sold in such offering within a price range
acceptable to the Holders holding a majority of the Registrable Shares to be
included in such Requested Underwritten Offering.  If the Approved
Underwriters advise the Company in writing that the aggregate amount of such
Registrable Shares requested to be included in such offering exceeds the amount
which can be sold in such offering within such acceptable price range, then the
Approved Underwriters shall include in such Requested Underwritten Offering only
the aggregate amount of Registrable Shares that the Approved Underwriters
believe may be sold within such acceptable price range consisting of, first, the
Registrable Shares of the Holders (including the Initiating Holders)
participating in such Requested Underwritten Offering, as a group; second, any equity
securities offered by the Company for its own account; and third, any other
equity securities requested to be in such Requested Underwritten Offering, as a
group, pro rata within
each group based on the amount of Registrable Shares or equity securities, as
applicable, owned by each such party.

     

    
      
         


      

      
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    (d)           Company Lock-up
Agreement.  With respect to any Requested Underwritten
Offering, the Company shall not effect any sale or transfer of any Registrable
Shares or any securities convertible into or exchangeable or exercisable for
such Registrable Shares during the period beginning on the date it is provided
written notice of the Requested Underwritten Offering and ending on the date
that is 90 days after the date of the final prospectus relating to the Requested
Underwritten Offering, except as part of such Requested Underwritten Offering or
pursuant to a Registration on Form S-4 or Form S-8 or any successor forms
thereto; provided, that
in no event shall the Company be prohibited from effecting any sale or transfer
of Registrable Shares or any securities convertible into or exchangeable or
exercisable for Registrable Shares pursuant to this Section 7(d) more
than once in any 12-month period.  Nothing in this Section 7(d) shall
prohibit the Company from (i) issuing employee stock options, shares of
restricted stock or other rights to purchase or acquire Common Stock pursuant to
equity compensation plans; (ii) issuing shares of Common Stock upon the exercise
of options or warrants outstanding as of the date of the notice of the Requested
Underwritten Offering; (iii) issuing shares of Common Stock or securities
convertible or exchangeable into shares of Common Stock as consideration for
mergers, acquisitions, other business combinations, or strategic alliances,
occurring after the date of this Agreement.

     

    (e)           Additional Lock-up
Agreements.  With respect to each Requested Underwritten
Offering, the Company shall use its best efforts to cause all of its directors
and officers who are not otherwise Holders to execute lock-up agreements that
cover the period beginning on the date such holder is provided written notice of
the Requested Underwritten Offering and ending on the date that is 90 days after
the date of the final prospectus relating to the Requested Underwritten
Offering.

     

    8.     
      Miscellaneous.

     

    (a)           Recapitalizations, Exchanges,
Etc.  The provisions of this Agreement shall apply to the full
extent set forth herein with respect to (i) the shares of Common Stock,
(ii) any and all shares of voting Common Stock of the Company into which
the shares of Common Stock are converted, exchanged or substituted in any
recapitalization or other capital reorganization by the Company and
(iii) any and all equity securities of the Company or any successor or
assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in conversion of, in exchange for
or in substitution of, the shares of Common Stock and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.  The
Company shall cause any successor or assign (whether by merger, consolidation,
sale of assets or otherwise) to assume this Agreement or enter into a new
registration rights agreement with the Holders on terms substantially the same
as this Agreement as a condition of any such transaction.

     

    
      
         


      

      
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    (b)           No Inconsistent
Agreements.  The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s securities under any
agreement in effect on the date hereof.

     

    (c)           Interpretation. Article,
Section and Annex  references are to this Agreement, unless otherwise
specified.  All references to instruments, documents, contracts, and
agreements are references to such instruments, documents, contracts and
agreements as the same may be amended, supplemented and otherwise modified from
time to time, unless otherwise specified.  The word “including” shall
mean “including, without limitation.”

     

    (d)           Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by the written consent of the Company
and the Holders of a majority in number of then outstanding Registrable Shares;
provided, however, that, notwithstanding the foregoing, any amendment or
modification of or supplement to this Agreement which would materially and
adversely affect any Purchaser in a manner that is disproportionate to the other
Purchasers will be binding upon and enforceable against such Purchaser only with
its prior written consent. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders whose securities are being sold pursuant to
a Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of at least a majority of the
Registrable Shares being sold by such Holders pursuant to such Registration
Statement; provided,
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.  Each Holder of Registrable Shares outstanding at
the time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(e), whether
or not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Shares.  Any
amendment, supplement or modification of or to any provision of this Agreement,
any waiver of any provision of this Agreement, and any consent to any departure
from the terms of any provision of this Agreement shall be effective only in the
specific instance and for the specific purpose for which made or
given.  No failure or delay on the part of any party in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to a party at law or in equity or
otherwise.  A copy of each amendment, modification or supplement to
this Agreement shall be delivered by the Company to each Holder.

     

    (e)           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing and shall be given by registered or certified mail, return
receipt requested, telecopy, air courier guaranteeing overnight delivery or
personal delivery to the following addresses:

     

    
      
         


      

      
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    (i)    
       if to the Company, at its address as
follows:

     

    Hana
Biosciences, Inc.

    7000
Shoreline Court, Suite 370

    South San
Francisco, CA 94080

    Attention:  Chief
Executive Officer

    Facsimile:  (650)
228-2754

    


    with a
copy to (which shall not constitute notice):

    


    Fredrikson
& Byron, P.A.

    200 South
Sixth Street, Suite 4000

    Minneapolis,
MN  55402

    Attention:
Christopher J. Melsha, Esq.

    Facsimile:  (612)
492-7077

     

    (ii)           if
to a Holder, at the most current address shown for such Holder in the records of
the Company.

     

    or to
such other address as the Company or such Holder may designate in
writing.  Any notice so addressed shall be deemed to be
given:  if delivered by hand or facsimile, on the date of such
delivery; if mailed by Fedex or courier, on the first Business Day following the
date of such mailing; and if mailed by registered or certified mail, on the
third Business Day after the date of such mailing.

     

    (f)     
      Successors and
Assigns.  This Agreement shall be binding upon the Company,
each Holder and their respective successors and permitted assigns. Except as
expressly provided in this Agreement, this Agreement shall not be construed so
as to confer any right or benefit upon any person or entity other than the
parties and their respective successors and permitted assigns.  The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each Holder.  Any Holder may
assign its rights under this Agreement to any Person to whom such Holder
transfers Registrable Shares representing more than 10% of outstanding Common
Stock on a Fully Diluted Basis at the time of transfer; provided, that no transferee
shall be entitled to have the Registrable Shares held by it included in a
Registration Statement unless such transferee agrees in writing to be bound by
this Agreement as if a party hereto.

     

    (g)           Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterpart, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute one and the same agreement.

     

    
      
         


      

      
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    (h)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (i)  
         Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
any contrary result otherwise required by conflict or choice of law
rules.

     

    (j)     
      Submission to
Jurisdiction.  The parties to this Agreement (i) irrevocably
submit to the exclusive jurisdiction of any state or federal courts located in
Wilmington, Delaware in connection with any disputes arising out of or relating
to this Agreement and (ii) waive any claim of improper venue or any claim that
those courts are an inconvenient forum.  The parties to this Agreement
agree that mailing of process or other papers in connection with any such action
or proceeding in the manner provided in Section 8(e) or in
such other manner as may be permitted by applicable laws, shall be valid and
sufficient service thereof.

     

    (k)           Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by virtue of any applicable law, or due to any public policy,
all other conditions and provisions of this Agreement shall nevertheless remain
in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party.  Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner so
that the transaction contemplated hereby are fulfilled to the extent
possible.

     

    (l)
           Entire
Agreement.  This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein, superseding all prior agreements
and understandings among the parties with respect to such subject
matter.

     

    (m)          Further Assurances. Each
of the parties shall execute such documents and perform such further acts as may
be reasonably required or desirable to carry out or to perform the provisions of
this Agreement.

     

    (n)           Securities Held by the
Company.  Whenever the consent or approval of Holders of a
specified number of Registrable Shares is required hereunder, shares of
Registrable Shares held by the Company or its subsidiaries shall not be counted
in determining whether such consent or approval was given by the Holders of such
required percentage.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    (o)           Independent Nature of
Obligations.  The obligations of each Purchaser under this
Agreement are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under this Agreement.  The failure
or waiver of performance under this Agreement by any Purchaser shall not excuse
performance by any other Purchaser.  Each Purchaser shall be entitled
to independently protect and enforce its rights, including without limitation,
the rights arising out of this Agreement, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any proceeding for such
purpose.

     

    (p)           Definitions.  The
following terms shall have the following meanings:

     

    “Affiliate” means,
with respect to any specified person, an “affiliate,” as defined in Rule
144(a)(1) of the Securities Act, of such person.

     

    “Approved Market”
shall mean the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or the New York Stock Exchange.

     

    “Business Day” shall
mean a day other than a Saturday, Sunday or other day on which banks in the
State of New York are required or authorized to close.

     

    “Capital Stock” of any
Person means any and all securities (including equity-linked securities),
interests (including partnership interests), rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) equity of such Person, including any Preference Stock.

     

    “Disclosure Package”
means, with respect to any offering of securities, (i) the preliminary
prospectus, (ii) each Free Writing Prospectus and (iii) all other
information, in each case, that is deemed, under Rule 159 promulgated under
the Securities Act, to have been conveyed to purchasers of securities at the
time of sale of such securities (including, without limitation, a contract of
sale).

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “Free Writing
Prospectus” means any “free writing prospectus” as defined in Rule 405
promulgated under the Securities Act.

     

    “Fully Diluted Basis”
means all outstanding shares of the Common Stock assuming the exercise of all
outstanding stock, warrants, rights, calls, options or other securities
exchangeable or exercisable for, or convertible into, shares of Common Stock
without regard to any restrictions or conditions with respect to the
exercisability thereof, including all Conversion Shares, provided that,
notwithstanding the foregoing, Fully Diluted Basis shall not include any
Conversion Shares that are subject to limitations on issuance as set forth in
the applicable certificate of designation therefor.

     

    “Holder” means a
holder of record of Registrable Shares.

     

    “Other Holder” means
Persons who, by virtue of agreements with the Company (other than this
Agreement), are entitled to include their securities in an applicable
Registration.

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    “Other Securities”
means securities held by Other Holders that, but virtue of agreements with the
Company (other than this Agreement), are entitled to be included in an
applicable Registration.

     

    “Person” means any
individual, corporation, general partnership, limited partnership, limited
liability partnership, joint venture, association, joint-stock company, trust,
limited liability company, unincorporated organization, other entity or
government or any agency or political subdivision thereof.

     

    “Preference Stock”
means, as applied to the Capital Stock of any Person, Capital Stock of any
series, class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
shares of Capital Stock of any other series or class of such
Person.

     

    “Qualified Piggy Back
Registration” means a Registration by the Company of its equity
securities for its own account or for the account of Other Stockholders that
either (a) occurs at a time when any Registrable Securities are not registered
under a Shelf Registration Statement or (b) is a registered public offering that
involves an underwriting; provided that a
Qualified Piggy Back Registration shall not include (x) a Registration relating
solely to employee benefit plans of the Company, (y) a Registration relating
solely to a Commission Rule 145 transaction, or (z) a Registration on any
registration form which does not permit secondary sales or does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Registrable Shares.

     

    “Registration” means a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (and any post-effective amendments filed or
required to be filed in connection therewith) and the declaration or ordering of
effectiveness of such registration statement.

     

    “Registration
Statement” means a Shelf Registration Statement or a registration
statement including Registrable Shares pursuant to a Registration contemplated
by Section 2
hereof.

     

    “Registrable Shares”
means each of (a) the Preferred Shares and the Conversion Shares, (b) any
security issued with respect to any of the securities set forth in (a) upon any
stock dividend, stock split or similar event or into which any such security is
converted or exchanged, and (c) any shares of Common Stock purchased by any
Purchaser after the date hereof (but excluding any shares of Common Stock (other
than Conversion Shares) acquired by the Deerfield Purchaser (as defined in the
Investment Agreement) or any transferee of the Deerfield Purchaser (other than
any member of the WP Purchaser Group (as defined in the Investment Agreement))
after the Deerfield Termination Date (as defined in the Investment Agreement),
if any).  Registrable Shares shall continue to be Registrable
Securities (whether they continue to be held by a Purchaser or are sold or
transferred to other Persons) until (i) as to any Holder, if all of the
Registrable Shares then owned by such Holder could be sold in any ninety
(90)-day period pursuant to Rule 144 without Registration thereof and
(ii) as to any Holder, if all of the Registrable Shares held by such Holder
have been sold in a Registration pursuant to the Securities Act or an exemption
therefrom.

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

     

    [Remainder
of page intentionally left blank]


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the Purchasers and
the Company in accordance with its terms.

     

    
      
        	 
      	
                 Very
      truly yours,

              	 
      
	 
      	 
      	 
      
	 
      	
                HANA
      BIOSCIENCES, INC.

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                  /s/ Steven R.
      Deitcher

              	 
      
	 
      	 
      	
                Name:
      Steven R. Deitcher

              	 
      
	 
      	 
      	
                Title:
      President & CEO

              	 
      


      

    

     

    AGREED
AND ACCEPTED AS OF THE DATE

    FIRST SET
FORTH ABOVE

     

    PURCHASERS

     

    WARBURG
PINCUS PRIVATE EQUITY X, L.P.

    
      By:  Warburg
Pincus X L.P., its General Partner

    

    
            By:  Warburg
Pincus X LLC, its General Partner

    

    
                  By:  Warburg
Pincus Partners LLC, its Sole Member

    

    
                        By:  Warburg
Pincus & Co., its Managing Member

    

    


    
      	
              By:

            	
              /s/ Jonathan Leff

            	 
      
	 
      	
              Name:  Jonathan
      Leff

            	 
      
	 
      	
              Title:    Partner

            	 
      


    

    


    
      WARBURG
PINCUS X PARTNERS, L.P.

    

    
      By:  Warburg
Pincus X L.P., its General Partner

    

    
           By:  Warburg
Pincus X LLC, its General Partner

    

    
                  By:  Warburg
Pincus Partners LLC, its Sole Member

    

    
                        By:  Warburg
Pincus & Co., its Managing Member

    

    


    
      	
              By:

            	
              /s/ Jonathan Leff

            	 
      
	 
      	
              Name:  Jonathan
      Leff

            	 
      
	 
      	
              Title:    Partner

            	 
      


    

     

    
      [Signature
Page to Registration Rights Agreement]

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    DEERFIELD
PRIVATE DESIGN FUND, L.P.

    By:  Deerfield
Capital, L.P., its General Partner

    By:  J.E.
Flynn Capital, LLC, its General Partner

    


    
      	
              By:

            	
              /s/ James E. Flynn

            	 
      
	 
      	
              Name:  James
      E. Flynn

            	 
      
	 
      	
              Title:    President

            	 
      


    

    


    DEERFIELD
PRIVATE DESIGN INTERNATIONAL, L.P.

    By:  Deerfield
Capital, L.P., its General Partner

    By:  J.E.
Flynn Capital, LLC, its General Partner

    


    
      	
              By:

            	
              /s/ James E. Flynn

            	 
      
	 
      	
              Name:  James
      E. Flynn

            	 
      
	 
      	
              Title:    Director

            	 
      


    

    


    DEERFIELD
SPECIAL SITUATION FUND, L.P.

    By:  Deerfield
Capital, L.P., its General Partner

    By:  J.E.
Flynn Capital, LLC, its General Partner

    


    
      	
              By:

            	
              /s/ James E. Flynn

            	 
      
	 
      	
              Name:  James
      E. Flynn

            	 
      
	 
      	
              Title:    President

            	 
      


    

    


    DEERFIELD
SPECIAL SITUATIONS FUND

    INTERNATIONAL
LIMITED

    


    
      	
              By:

            	
              /s/ James E. Flynn

            	 
      
	 
      	
              Name:  James
      E. Flynn

            	 
      
	 
      	
              Title:    Director

            	 
      


    

     

    
      Signature
Page to Registration Rights Agreement