EXHIBIT
      4.2

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
      PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS
      IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. 

     

    AN
      INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
      RELY
      ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
      

     

    
      	
              Warrant
                to Purchase

            	
               

            	 
	
              ___________
                shares

            	
               

            	
              Warrant
                Number 2007B-_

            


    

     

    Warrant
      to Purchase Common Stock 

    of
      

    HANA
      BIOSCIENCES, INC.

     

    THIS
      CERTIFIES that ____________, a _________ or any subsequent holder hereof has
      the
      right to purchase from HANA BIOSCIENCES, INC., a Delaware corporation, (the
      “Company”),
      ___________ (____________) fully paid and nonassessable shares, of the Company’s
      common stock, $0.001 par value per share (“Common
      Stock”),
      subject to adjustment as provided herein, at a price equal to the Exercise
      Price
      as defined in Section 3 below, at any time during the Term (as defined
      below). 

     

    Holder
      (as defined below) agrees with the Company that this Warrant to Purchase Common
      Stock of the Company (this “Warrant”
or
      this
“Agreement”)
      is
      issued and all rights hereunder shall be held subject to all of the conditions,
      limitations and provisions set forth herein. 

     

    1.
      Date
      of Issuance and Term. 

    


    This
      Warrant shall be deemed to be issued on ___________ (“Date
      of Issuance”).
      The
      term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m.,
      New
      York City time, on the date that is six (6) years after the Date of
      Issuance (the “Term”).
      This
      Warrant was issued in conjunction with that certain Facility Agreement (the
      “Facility
      Agreement“)
      and
      the Registration Rights Agreement (“Registration
      Rights Agreement”)
      by and
      among the Company and __________, each dated _____ __, 2007, entered into in
      conjunction herewith. 

     

    Notwithstanding
      anything herein to the contrary, the Company shall not issue to the Holder,
      and
      the Holder may not acquire, a number of shares of Common Stock upon exercise
      of
      this Warrant to the extent that, upon such exercise, the number of shares of
      Common Stock then beneficially owned by the Holder and its Affiliates and any
      other persons or entities whose beneficial ownership of Common Stock would
      be
      aggregated with the Holder’s for purposes of Section 13(d) of the Securities
      Exchange Act of 1934 (the “Exchange
      Act”)
      (including shares held by any “group” of which the Holder is a member, but
      excluding shares beneficially owned by virtue of the ownership of securities
      or
      rights to acquire securities that have limitations on the right to convert,
      exercise or purchase similar to the limitation set forth herein) would exceed
      9.98% of the total number of shares of Common Stock of the Company then issued
      and outstanding. The foregoing shall be hereinafter referred to as the
“9.98
      Restriction”.
      For
      purposes hereof, “group” has the meaning set forth in Section 13(d) of the
      Exchange Act and applicable regulations of the Securities and Exchange
      Commission (the “SEC”),
      and
      the percentage held by the Holder shall be determined in a manner consistent
      with the provisions of Section 13(d) of the Exchange Act. Upon the written
      request of the Holder, the Company shall, within two (2) Trading Days confirm
      orally and in writing to the Holder the number of shares of Common Stock then
      outstanding. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Affiliate”
means
      any person or entity that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      person or entity, as such terms are used in and construed under Rule 144 under
      the Securities Act of 1933, as amended (the “Securities
      Act”).
      With
      respect to a Holder of Warrants, any investment fund or managed account that
      is
      managed on a discretionary basis by the same investment manager as such Holder
      will be deemed to be an Affiliate of such Holder. 

    


    “Holder”
means
      ______ and any transferee or assignee pursuant to the terms of this
      Warrant.

     

    2.
      Exercise.
      

     

    (a)
      Manner of Exercise.
      During
      the Term, this Warrant may be Exercised as to all or any lesser number of full
      shares of Common Stock covered hereby (the “Warrant
      Shares”
or
      the
“Shares”)
      upon
      surrender of this Warrant, with the Exercise Form attached hereto as
Exhibit
      A
      (the
“Exercise
      Form”)
      duly
      completed and executed, together with the full Exercise Price (as defined below,
      which may be satisfied by a Cash Exercise or a Cashless Exercise, as each is
      defined below) for each share of Common Stock as to which this Warrant is
      Exercised, at the office of the Company, Hana Biosciences, Inc., 7000 Shoreline
      Court, Suite 370, South San Francisco, CA 94080; Phone: (650) 588-6404,
      Fax: (650) 588-2787, or at such other office or agency as the Company may
      designate in writing, by overnight mail, with an advance copy of the Exercise
      Form sent to the Company and its transfer agent (“Transfer
      Agent”)
      by
      facsimile (such surrender and payment of the Exercise Price hereinafter called
      the “Exercise”
of
      this
      Warrant). 

     

    (b)
      Date of Exercise. The
      “Date
      of Exercise”
of
      the
      Warrant shall be defined as the date that the Exercise Form attached hereto
      as
Exhibit
      A,
      completed and executed, is sent by facsimile to the Company, provided that
      the
      original Warrant and Exercise Form are received by the Company and the Exercise
      Price is satisfied, each as soon as practicable thereafter. Alternatively,
      the
      Date of Exercise shall be defined as the date the original Exercise Form is
      received by the Company, if Holder has not sent advance notice by facsimile.
      Upon valid delivery of the Exercise Form to the Company by facsimile or
      otherwise, the Holder shall be deemed for all corporate purposes to have become
      the holder of record of the Warrant Shares with respect to which this Warrant
      has been Exercised, irrespective of the date such Warrant Shares are credited
      to
      the Holder’s DTC account or the date of delivery of the certificates evidencing
      such Warrant Shares as the case may be. 

     

    (c)
      Delivery of Common Stock Upon Exercise.
      Within
      three (3) business days after any Date of Exercise (the “Delivery
      Period”),
      the
      Company shall issue and deliver (or cause its Transfer Agent so to issue and
      deliver) in accordance with the terms hereof to or upon the order of the Holder
      that number of shares of Common Stock (“Exercise
      Shares”)
      for
      the portion of this Warrant converted as shall be determined in accordance
      herewith. Upon the Exercise of this Warrant or any part thereof, the Company
      shall, at its own cost and expense, take all necessary action, including
      obtaining and delivering, an opinion of counsel to assure that the Transfer
      Agent shall issue stock certificates in the name of Holder (or its nominee)
      or
      such other persons as designated by Holder and in such denominations to be
      specified at Exercise representing the number of shares of Common Stock issuable
      upon such Exercise. The Company warrants that no instructions other than these
      instructions have been or will be given to the Transfer Agent and that, unless
      waived by the Holder, the Exercise Shares will be free-trading, and freely
      transferable, and will not contain a legend restricting the resale or
      transferability of the Exercise Shares if the Unrestricted Conditions (as
      defined below) are met. 

     

    (d) Delivery
      Failure. In
      addition to any other remedies which may be available to the Holder, in the
      event that the Company fails for any reason to effect delivery of the Exercise
      Shares by the end of the Delivery Period (a “Delivery
      Failure”),
      the
      Holder will be entitled to revoke all or part of the relevant Exercise Form
      by
      delivery of a notice to such effect to the Company whereupon the Company and
      the
      Holder shall each be restored to their respective positions immediately prior
      to
      the delivery of such notice, except that the liquidated damages described herein
      shall be payable through the date notice of revocation or rescission is given
      to
      the Company. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (e)
      Legends. 

     

    (i)
      Restrictive
      Legend.
      The
      Holder understands that until such time as this Warrant and the Exercise Shares
      have been registered under the Securities Act as contemplated by the
      Registration Rights Agreement or otherwise may be sold pursuant to Rule 144
      or
      Rule 144(k) under the Securities Act or an exemption from registration under
      the
      Securities Act without any restriction as to the number of securities as of
      a
      particular date that can then be immediately sold, this Warrant and the Exercise
      Shares may bear a restrictive legend in substantially the following form (and
      a
      stop-transfer order may be placed against transfer of the certificates for
      such
      securities): 

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT
      TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION,
      PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE
      EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE,
      SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” 

     

    “THE
      SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS
      AGREEMENT DATED AS OF _______, 2007, AS AMENDED FROM TIME TO TIME, AMONG THE
      COMPANY AND A CERTAIN HOLDER OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH
      AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
      OF
      RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”

     

    (ii)
      Removal
      of Restrictive Legends.
      This
      Warrant and certificates evidencing the Exercise Shares shall not contain any
      legend restricting the transfer thereof (including the legend set forth above
      in
      subsection 2(e)(i)): (A) while a registration statement (including a
      Registration Statement, as defined in the Registration Rights Agreement)
      covering the sale or resale of such security is effective under the Securities
      Act, or (B) following any sale of such Warrant and/or Exercise Shares
      pursuant to Rule 144, or (C) if such Warrant and/or Exercise Shares are
      eligible for sale under Rule 144(k), or (D) if such legend is not required
      under applicable requirements of the Securities Act (including judicial
      interpretations and pronouncements issued by the staff of the SEC)
      (collectively, the “Unrestricted
      Conditions”).
      The
      Company shall cause its counsel to issue a legal opinion to the Transfer Agent
      promptly after the Effective Date if required by the Company’s transfer agent to
      effect the issuance of this Warrant and Exercise Shares without a restrictive
      legend or removal of the legend hereunder. If the Unrestricted Conditions are
      met at the time of issuance of this Warrant and/or Exercise Shares, then such
      Warrant and/or Exercise Shares shall be issued free of all legends. The Company
      agrees that following the Effective Date or at such time as the Unrestricted
      Conditions are met or such legend is otherwise no longer required under this
      Section 2(e), it will, no later than three (3) Trading Days following
      the delivery (the “Unlegended
      Shares Delivery Deadline”)
      by the
      Holder to the Company or the Transfer Agent of this Warrant and a certificate
      representing Exercise Shares, as applicable, issued with a restrictive legend
      (such third Trading Day, the “Legend
      Removal Date”),
      deliver or cause to be delivered to such Holder this Warrant and/or a
      certificate (or electronic transfer) representing such shares that is free
      from
      all restrictive and other legends. For purposes hereof, “Effective
      Date”
shall
      mean the date that the Registration Statement that the Company is required
      to
      file pursuant to the Registration Rights Agreement has been declared effective
      by the SEC. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (iii)
      Sale
      of Unlegended Shares.
      Holder
      agrees that the removal of the restrictive legend from this Warrant and any
      certificates representing securities as set forth in Section 2(e)(i) above
      is predicated upon the Company’s reliance that the Holder will sell this Warrant
      and/or any Exercise Shares pursuant to either the registration requirements
      of
      the Securities Act, including any applicable prospectus delivery requirements,
      or an exemption therefrom, and that if such securities are sold pursuant to
      a
      Registration Statement, they will be sold in compliance with the plan of
      distribution set forth therein. 

     

    (f)
      Cancellation of Warrant. This
      Warrant shall be canceled upon the full Exercise of this Warrant, and, as soon
      as practical after the Date of Exercise, Holder shall be entitled to receive
      Common Stock for the number of shares purchased upon such Exercise of this
      Warrant, and if this Warrant is not Exercised in full, Holder shall be entitled
      to receive a new Warrant (containing terms identical to this Warrant)
      representing any unexercised portion of this Warrant in addition to such Common
      Stock. 

     

    (g)
      Holder of Record. Each
      person in whose name any Warrant for shares of Common Stock is issued shall,
      for
      all purposes, be deemed to be the Holder of record of such shares on the Date
      of
      Exercise of this Warrant, irrespective of the date of delivery of the Common
      Stock purchased upon the Exercise of this Warrant. Nothing in this Warrant
      shall
      be construed as conferring upon Holder any rights as a stockholder of the
      Company. 

     

    (h)
      Delivery of Electronic Shares.
      In lieu
      of delivering physical certificates representing the Common Stock issuable
      upon
      Exercise or legend removal, provided the Company’s Transfer Agent is
      participating in the Depository Trust Company (“DTC”)
      Fast
      Automated Securities Transfer (“FAST”)
      program, upon written request of the Holder, the Company shall use commercially
      reasonable efforts to cause its Transfer Agent to electronically transmit the
      Common Stock issuable upon Exercise to the Holder by crediting the account
      of
      the Holder’s prime broker with DTC through its Deposit Withdrawal Agent
      Commission (DWAC) system. The time periods for delivery and penalties described
      herein shall apply to the electronic transmittals described herein. Any delivery
      not effected by electronic transmission shall be effected by delivery of
      physical certificates. 

     

    (i)
      Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      cause its Transfer Agent to transmit to the Holder a certificate or certificates
      representing the Exercise Shares pursuant to an Exercise on or before the
      Delivery Period, and if after such date the Holder is required by its broker
      to
      purchase (in an open market transaction or otherwise) or the Holder’s brokerage
      firm otherwise purchases shares of Common Stock to deliver in satisfaction
      of a
      sale by the Holder of the Exercise Shares which the Holder anticipated receiving
      upon such Exercise (a “Buy-In”),
      then
      the Company shall (1) pay in cash to the Holder the amount by which
      (x) the Holder’s total purchase price (including brokerage commissions, if
      any) for the shares of Common Stock so purchased exceeds (y) the amount
      obtained by multiplying (A) the number of Exercise Shares that the Company
      was required to deliver to the Holder in connection with the Exercise at issue
      times and (B) the price at which the sell order giving rise to such
      purchase obligation was executed, and (2) at the option of the Holder,
      either reinstate the portion of the Warrant and equivalent number of Exercise
      Shares for which such Exercise was not honored or deliver to the Holder the
      number of shares of Common Stock that would have been issued had the Company
      timely complied with its Exercise and delivery obligations hereunder. For
      example, if the Holder purchases Common Stock having a total purchase price
      of
      $11,000 to cover a Buy-In with respect to an attempted Exercise to cover the
      sale of Common Stock with an aggregate sale price giving rise to such purchase
      obligation of $10,000, under clause (1) of the immediately preceding
      sentence the Company shall be required to pay the Holder $1,000. The Holder
      shall provide the Company written notice indicating the amounts payable to
      the
      Holder in respect of the Buy-In, together with applicable confirmations and
      other evidence reasonably requested by the Company. Nothing herein shall limit
      a
      Holder’s right to pursue any other remedies available to it hereunder, at law or
      in equity including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company’s failure to timely deliver
      certificates representing shares of Common Stock upon Exercise of the Warrant
      as
      required pursuant to the terms hereof. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    3.
      Payment
      of Warrant Exercise Price.
      

     

    (a)
      Exercise Price.
      The
      Exercise Price (“Exercise
      Price”)
      shall
      initially equal
$          per
      share, subject to adjustment pursuant to the terms hereof, including but not
      limited to Section 5 below. 

     

    Payment
      of the Exercise Price may be made by either of the following, or a combination
      thereof, at the election of Holder: 

     

    (i)
      Cash
      Exercise: The
      Holder may exercise this Warrant in cash, bank or cashier’s check or wire
      transfer (a “Cash
      Exercise”);
      or


     

    (ii)
      Cashless
      Exercise: The
      Holder, at its option, may exercise this Warrant in a cashless exercise
      transaction. In order to effect a Cashless Exercise, the Holder shall surrender
      this Warrant at the principal office of the Company together with notice of
      cashless election, in which event the Company shall issue Holder a number of
      shares of Common Stock computed using the following formula (a “Cashless
      Exercise”):
      

     

    X
      = Y
      (A-B)/A 

     

    where:
      X
      = the number of shares of Common Stock to be issued to Holder. 

     

    Y
      = the
      number of shares of Common Stock for which this Warrant is being Exercised.
      

     

    A
      = the
      Market Price of one (1) share of Common Stock (for purposes of this
      Section 3(ii), where “Market
      Price,”
as
      of
      any date, means the Volume Weighted Average Price (as defined herein) of the
      Company’s Common Stock during the ten (10) consecutive Trading Day period
      immediately preceding the date in question. 

     

    B
      = the
      Exercise Price. 

     

    As
      used
      herein, the “Volume
      Weighted Average Price”
for
      any
      security as of any date means the volume weighted average sale price on The
      NASDAQ Global Market (“NASDAQ”)
      as
      reported by, or based upon data reported by, Bloomberg Financial Markets or
      an
      equivalent, reliable reporting service mutually acceptable to and hereafter
      designated by holders of a majority in interest of the Warrants and the Company
      (“Bloomberg”)
      or, if
      NASDAQ is not the principal trading market for such security, the volume
      weighted average sale price of such security on the principal securities
      exchange or trading market where such security is listed or traded as reported
      by Bloomberg, or, if no volume weighted average sale price is reported for
      such
      security, then the last closing trade price of such security as reported by
      Bloomberg, or, if no last closing trade price is reported for such security
      by
      Bloomberg, the average of the bid prices of any market makers for such security
      that are listed in the over the counter market by the National Association
      of
      Securities Dealers or in the “pink sheets” by the National Quotation Bureau,
      Inc. If the Volume Weighted Average Price cannot be calculated for such security
      on such date in the manner provided above, the volume weighted average price
      shall be the fair market value as mutually determined by the Company and the
      Holders of a majority in interest of the Warrants being Exercised for which
      the
      calculation of the volume weighted average price is required in order to
      determine the Exercise Price of such Warrants. “Trading
      Day”
shall
      mean any day on which the Common Sock is traded for any period on NASDAQ, or
      on
      the principal securities exchange or other securities market on which the Common
      Stock is then being traded. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    For
      purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
      understood and acknowledged that the Common Stock issuable upon Exercise of
      this
      Warrant in a cashless Exercise transaction shall be deemed to have been acquired
      at the time this Warrant was issued. Moreover, it is intended, understood and
      acknowledged that the holding period for the Common Stock issuable upon Exercise
      of this Warrant in a cashless Exercise transaction shall be deemed to have
      commenced on the date this Warrant was issued. 

     

    (b)
      Dispute
      Resolution.
      In the
      case of a dispute as to the determination of the closing price or the Volume
      Weighted Average Price of the Company’s Common Stock or the arithmetic
      calculation of the Exercise Price, Market Price or any Redemption Price, the
      Company shall submit the disputed determinations or arithmetic calculations
      via
      facsimile within two (2) business days of receipt, or deemed receipt, of
      the Exercise Notice or Redemption Notice, or other event giving rise to such
      dispute, as the case may be, to the Holder. If the Holder and the Company are
      unable to agree upon such determination or calculation within two
      (2) business days of such disputed determination or arithmetic calculation
      being submitted to the Holder, then the Company shall, within two
      (2) business days submit via facsimile (i) the disputed determination
      of the closing price or the Volume Weighted Average Price of the Company’s
      Common Stock to an independent, reputable investment bank selected by the
      Company and approved by the Holder, which approval shall not be unreasonably
      withheld or (ii) the disputed arithmetic calculation of the Exercise Price,
      Market Price or any Redemption Price to the Company’s independent, outside
      accountant. The Company, at the Company’s expense, shall cause the investment
      bank or the accountant, as the case may be, to perform the determinations or
      calculations and notify the Company and the Holder of the results no later
      than
      five (5) business days from the time it receives the disputed
      determinations or calculations. Such investment bank’s or accountant’s
      determination or calculation, as the case may be, shall be binding upon all
      parties absent demonstrable error. 

     

    4.
      Transfer
      and Registration.
      

     

    (a)
      Transfer
      Rights. Subject
      to the provisions of Section 8 of this Warrant, this Warrant may be
      transferred on the books of the Company, in whole or in part, in person or
      by
      attorney, upon surrender of this Warrant properly completed and endorsed. This
      Warrant shall be canceled upon such surrender and, as soon as practicable
      thereafter, the person to whom such transfer is made shall be entitled to
      receive a new Warrant or Warrants as to the portion of this Warrant transferred,
      and Holder shall be entitled to receive a new Warrant as to the portion hereof
      retained. 

     

    (b)
      Registrable
      Securities. This
      Warrant and the Common Stock issuable upon the Exercise of this Warrant have
      registration rights pursuant to the Registration Rights Agreement. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    5.
      Anti-Dilution
      Adjustments; Additional Adjustments; Purchase Rights.
      

     

    (a)
      Participation.
      The
      Holder, as the holder of this Warrant, shall be entitled to receive such
      dividends paid and distributions of any kind made to the holders of Common
      Stock
      of the Company to the same extent as if the Holder had Exercised this Warrant
      into Common Stock (without regard to any limitations on exercise herein or
      elsewhere and without regard to whether or not a sufficient number of shares
      are
      authorized and reserved to effect any such exercise and issuance) and had held
      such shares of Common Stock on the record date for such dividends and
      distributions. Payments under the preceding sentence shall be made concurrently
      with the dividend or distribution to the holders of Common Stock. 

     

    (b)
      Recapitalization
      or Reclassification. If
      the
      Company shall at any time effect a recapitalization, reclassification or other
      similar transaction of such character that the shares of Common Stock shall
      be
      changed into or become exchangeable for a larger or smaller number of shares,
      then upon the effective date thereof, the number of shares of Common Stock
      which
      Holder shall be entitled to purchase upon Exercise of this Warrant shall be
      increased or decreased, as the case may be, in direct proportion to the increase
      or decrease in the number of shares of Common Stock by reason of such
      recapitalization, reclassification or similar transaction, and the Exercise
      Price shall be, in the case of an increase in the number of shares,
      proportionally decreased and, in the case of decrease in the number of shares,
      proportionally increased. The Company shall give Holder the same notice it
      provides to holders of Common Stock of any transaction described in this
      Section 5(b). 

     

    (c)
      Rights
      Upon Major Transaction.
      

     

    (i)
      Major
      Transaction.
      In the
      event that a Major Transaction (as defined below) occurs, the Holder, at its
      option, may require the Company to redeem the Holder’s outstanding Warrants in
      accordance with Section 5(c)(iii) below. Otherwise, a Major Transaction
      shall be treated as an Assumption (as defined below) in accordance with
      Section 5(c)(ii) below unless the Holder waives its rights under this
      Section 5(c) with respect to that Major Transaction. Notwithstanding the
      foregoing and the immediately following definition, the transactions and events
      listed on Schedule 5(c)(i) attached hereto shall not constitute “Major
      Transactions” for purposes of this Section 5(c). Each of the following events
      shall constitute a “Major
      Transaction”:
      

     

    (A)
      a
      consolidation, merger, exchange of shares, recapitalization, reorganization,
      business combination or other similar event, (1) following which the
      holders of Common Stock immediately preceding such consolidation, merger,
      exchange, recapitalization, reorganization, combination or event either
      (a) no longer hold a majority of the shares of Common Stock or (b) no
      longer have the ability to elect a majority of the board of directors of the
      Company or (2) as a result of which shares of Common Stock shall be changed
      into (or the shares of Common Stock become entitled to receive) the same or
      a
      different number of shares of the same or another class or classes of stock
      or
      securities of the Company or another entity (collectively, a “Change
      of Control Transaction”);
      

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (B)
      the
      direct or indirect sale or transfer of significant assets of the Company which,
      without limitation, shall include, but not be limited to, a sale or transfer
      of
      assets in one transaction or a series of related transactions for a purchase
      price of more than $25,000,000, a sale or transfer of more than 50% of the
      Company’s assets or a sale or transfer of assets or proprietary rights that are
      material to the operations and business of the Company; 

     

    (C)
      a
      purchase, tender or exchange offer made to the holders of outstanding shares
      of
      Common Stock, such that following such purchase, tender or exchange offer a
      Change of Control Transaction shall have occurred; 

     

    (D)
      an
      issuance or series of issuances by the Company after the date of this Warrant,
      without the Approval of the Holder, of an aggregate number of shares of Common
      Stock in excess of 25% of the Company’s outstanding Common Stock as of the date
      hereof;

     

    (E)
      any
      Extraordinary Event (as defined in the 2002 ISDA Equity Derivatives Definitions)
      shall have occurred; 

     

    (F)
      ) the
      liquidation, bankruptcy, insolvency, dissolution or winding-up (or the
      occurrence of any analogous proceeding) affecting the Company; or

     

    (G)
      the
      shares of Common Stock cease to be listed, traded or publicly quoted on the
      NASDAQ Global Market and are not promptly re-listed or requoted on either the
      New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select
      Market or the NASDAQ Capital Market.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (ii)
      Assumption.
      The
      Company shall not enter into or be party to a Major Transaction unless
      (i) any Person purchasing or otherwise acquiring the Company’s assets or
      Common Stock, or any successor entity resulting from such Major Transaction
      (in
      each case, a “Successor
      Entity”),
      assumes in writing all of the obligations of the Company under this Warrant,
      the
      Facility Agreement and the Registration Rights Agreement in accordance with
      the
      provisions of this Section 5(c)(ii) pursuant to written agreements in form
      and substance satisfactory to the Holder and approved by the Holder prior to
      such Major Transaction, including agreements to deliver to each holder of
      Warrants in exchange for such Warrants a security of the Successor Entity
      evidenced by a written instrument substantially similar in form and substance
      to
      the Warrants, including, without limitation, representing the appropriate number
      of shares of the Successor Entity, having similar exercise rights as the
      Warrants (including but not limited to a similar Exercise Price and similar
      Exercise Price adjustment provisions based on the price per share or conversion
      ratio to be received by the holders of Common Stock in the Major Transaction)
      and similar registration rights as provided by the Registration Rights Agreement
      , satisfactory to the Holder and (ii) any Successor Entity (including its
      Parent Entity) is a publicly traded corporation whose common stock is quoted
      on
      or listed for trading on an Eligible Market. Upon the occurrence of any Major
      Transaction, any Successor Entity shall succeed to, and be substituted for
      (so
      that from and after the date of such Major Transaction, the provisions of this
      Warrant and the Registration Rights Agreement referring to the “Company” shall
      refer instead to the Successor Entity), and may exercise every right and power
      of the Company and shall assume all of the obligations of the Company under
      this
      Warrant with the same effect as if such Successor Entity had been named as
      the
      Company herein. Upon consummation of the Major Transaction, the Successor Entity
      shall deliver to the Holder confirmation that there shall be issued upon
      exercise or redemption of this Warrant at any time after the consummation of
      the
      Major Transaction, in lieu of the shares of Common Stock (or other securities,
      cash, assets or other property) issuable upon the exercise of the Warrants
      prior
      to such Major Transaction, such shares of publicly traded common stock (or
      their
      equivalent) of the Successor Entity, as adjusted in accordance with the
      provisions of this Warrant. The provisions of this Section shall apply similarly
      and equally to successive Major Transactions and shall be applied without regard
      to any limitations on the exercise of this Warrant other than any applicable
      beneficial ownership limitations. Any assumption of Company obligations under
      this paragraph shall be referred to herein as an “Assumption”.
      

     

    (iii)
      Notice;
      Major
      Transaction Redemption Right.
      At least
      thirty (30) days prior to the consummation of any Major Transaction, but,
      in any event, on the first to occur of (x) the date of the public announcement
      of such Major Transaction if such announcement is made before 4:00 p.m., New
      York City time, or (y) the day following the public announcement of such Major
      Transaction if such announcement is made on and after 4:00 p.m., New York City
      time, the Company shall deliver written notice thereof via facsimile and
      overnight courier to the Holder (a “Major
      Transaction Notice”).
      At
      any time during the period beginning after the Holder’s receipt of a Major
      Transaction Notice and ending five (5) Trading Days prior to the
      consummation of such Major Transaction, the Holder may require the Company
      to
      redeem (a “Redemption
      Upon Major Transaction”)
      all or
      any portion of this Warrant by delivering written notice thereof (“Major
      Transaction Redemption Notice”)
      to the
      Company, which Major Transaction Redemption Notice shall indicate the portion
      of
      the principal amount (the “Redemption
      Principal Amount”)
      of the
      Warrant that the Holder is electing to have redeemed. The portion of this
      Warrant subject to redemption pursuant to this Section 5(c)(iii) shall be
      redeemed by the Company in cash at a price (the “Major
      Transaction Warrant Redemption Price”)
      equal
      to the “Black Scholes value” as determined in accordance with Section 10(b)
      hereof of the remaining outstanding portion of the Warrant. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (iv)
      Escrow;
      Payment of Major Transaction Redemption Price.
      Following the receipt of a Major Transaction Redemption Notice from the Holder,
      the Company shall not effect a Major Transaction unless it shall first place
      into an escrow account with an independent escrow agent, at least three
      (3) business days prior to the closing date of the Major Transaction (the
“Major
      Transaction Escrow Deadline”),
      an
      amount equal to the Major Transaction Warrant Redemption Price. Concurrently
      upon closing of any Major Transaction, the Company shall pay or shall instruct
      the escrow agent to pay the Major Transaction Redemption Price to the Holder.
      For purposes of determining the amount required to be placed in escrow pursuant
      to the provisions of this subsection (iv) and without affecting the amount
      of
      the actual Major Transaction Warrant Redemption Price, the calculation of the
      price referred to in clause (1) of the first column of Schedule 1 hereto with
      respect to Stock Price shall be determined based on the Closing Market Price
      (as
      defined herein) of the Common Stock on the Trading Day immediately preceding
      the
      date that the funds are deposited with the escrow agent. 

     

    (v)
      Injunction.
      Following the receipt of a Major Transaction Redemption Notice from the Holder,
      in the event that the Company attempts to consummate a Major Transaction without
      placing the Major Transaction Warrant Redemption Price in escrow in accordance
      with subsection (iv) above or without payment of the Major Transaction
      Warrant Redemption Price to the Holder upon consummation of such Major
      Transaction, the Holder shall have the right to apply for an injunction in
      any
      state or federal courts sitting in the City of New York, borough of Manhattan
      to
      prevent the closing of such Major Transaction until the Major Transaction
      Redemption Price is paid to the Holder, in full. 

     

    Redemptions
      required by this Section 5(c) shall be made in accordance with the
      provisions of Section 12 and shall have priority to payments to holders of
      Common Stock in connection with a Major Transaction. To the extent redemptions
      required by this Section 5(c)(iii) are deemed or determined by a court of
      competent jurisdiction to be prepayments of the Warrant by the Company, such
      redemptions shall be deemed to be voluntary prepayments. Notwithstanding
      anything to the contrary in this Section 5, until the Major Transaction
      Redemption Price is paid in full, this Warrant may be exercised, in whole or
      in
      part, by the Holder into shares of Common Stock, or in the event the Exercise
      Date is after the consummation of the Major Transaction, shares of publicly
      traded common stock (or their equivalent) of the Successor Entity pursuant
      to
      Section 5(c). The parties hereto agree that in the event of the Company’s
      redemption of any portion of the Warrant under this Section 5(c), the
      Holder’s damages would be uncertain and difficult to estimate because of the
      parties’ inability to predict future interest rates and the uncertainty of the
      availability of a suitable substitute investment opportunity for the Holder.
      Accordingly, any redemption premium due under this Section 5(c) is intended
      by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s
      actual loss of its investment opportunity and not as a penalty. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    For
      purposes hereof: 

     

    “Eligible
      Market”
means
      the over the counter Bulletin Board, the New York Stock Exchange, Inc., the
      NYSE
      Arca, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global
      Select Market or the American Stock Exchange. 

     

    “Parent
      Entity”
of
      a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of a Major Transaction.


     

    “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, any other entity and
      a government or any department or agency thereof. 

    


    (d)
      Intentionally
      omitted.

    


    (e)
      Notice
      of Adjustments. Whenever
      the Exercise Price and/or the number of Warrant Shares is adjusted pursuant
      to
      the terms of this Warrant, the Company shall promptly mail to the Holder a
      notice (an “Adjustment
      Notice”)
      setting forth the Exercise Price and/or the number of Warrant Shares, as the
      case may be, after such adjustment and setting forth a statement of the facts
      requiring such adjustment. The Company shall, upon the written request at any
      time of the Holder, furnish to such Holder a like Warrant setting forth
      (i) such adjustment or readjustment, (ii) the Exercise Price at the
      time in effect and (iii) the number of shares of Common Stock and the
      amount, if any, of other securities or property which at the time would be
      received upon Exercise of the Warrant. For purposes of clarification, whether
      or
      not the Company provides an Adjustment Notice pursuant to this
      Section 5(e), upon the occurrence of any event that leads to an adjustment
      of the Exercise Price or the number of Warrant Shares, the Holders are entitled
      to receive a number of Exercise Shares based upon the new Exercise Price and
      new
      number of Warrant Shares, as adjusted, for exercises occurring on or after
      the
      date of such adjustment, regardless of whether a Holder accurately refers to
      the
      adjusted Exercise Price and/or Warrant Shares in the Exercise Form.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    6.
      Fractional
      Interests.
      

     

    No
      fractional shares or scrip representing fractional shares shall be issuable
      upon
      the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
      purchase only a whole number of shares of Common Stock. If, on Exercise of
      this
      Warrant, Holder would be entitled to a fractional share of Common Stock or
      a
      right to acquire a fractional share of Common Stock, such fractional share
      shall
      be disregarded and the number of shares of Common Stock issuable upon Exercise
      shall be the next higher number of shares. 

     

    7.
      Reservation
      of Shares.
      

     

    From
      and
      after the date hereof, the Company shall at all times reserve for issuance
      such
      number of authorized and unissued shares of Common Stock (or other securities
      substituted therefor as herein above provided) as shall be sufficient for the
      Exercise of this Warrant and payment of the Exercise Price. If at any time
      the
      number of shares of Common Stock authorized and reserved for issuance is below
      the number of shares sufficient for the Exercise of this Warrant (a
“Share
      Authorization Failure”)
      (based
      on the Exercise Price in effect from time to time), the Company will promptly
      take all corporate action necessary to authorize and reserve a sufficient number
      of shares, including, without limitation, calling a special meeting of
      stockholders to authorize additional shares to meet the Company’s obligations
      under this Section 7, in the case of an insufficient number of authorized
      shares, and using its best efforts to obtain stockholder approval of an increase
      in such authorized number of shares. The Company covenants and agrees that
      upon
      the Exercise of this Warrant, all shares of Common Stock issuable upon such
      Exercise shall be duly and validly issued, fully paid and nonassessable and
      not
      subject to preemptive rights, rights of first refusal or similar rights of
      any
      person or entity. 

     

    8.
      Restrictions
      on Transfer.
      

     

    (a)
      Registration
      or Exemption Required. This
      Warrant has been issued in a transaction exempt from the registration
      requirements of the Securities Act by virtue of Regulation D and exempt from
      state registration under applicable state laws. The Warrant and the Common
      Stock
      issuable upon the Exercise of this Warrant may not be pledged, transferred,
      sold
      or assigned except pursuant to an effective registration statement or an
      exemption to the registration requirements of the Securities Act and applicable
      state laws including, without limitation, a so-called “4(1) and a half”
transaction. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (b)
      Assignment.
      Subject
      to Section 8(a), the Holder may sell, transfer, assign, pledge or otherwise
      dispose of this Warrant, in whole or in part. Holder shall deliver a written
      notice to Company, substantially in the form of the Assignment attached hereto
      as Exhibit
      B,
      indicating the person or persons to whom the Warrant shall be assigned and
      the
      respective number of warrants to be assigned to each assignee. The Company
      shall
      effect the assignment within three (3) business days (the “Transfer
      Delivery Period”),
      and
      shall deliver to the assignee(s) designated by Holder a Warrant or Warrants
      of
      like tenor and terms for the appropriate number of shares. This
      Warrant and the rights evidenced hereby shall inure to the benefit of and be
      binding upon the successors and assigns of the Holder. The provisions of this
      Warrant are intended to be for the benefit of all Holders from time to time
      of
      this Warrant, and shall be enforceable by any such Holder. For
      avoidance of doubt, in the event Holder notifies the Company that such sale
      or
      transfer is a so called “4(1) and half” transaction, the parties hereto agree
      that a legal opinion from outside counsel for the Holder delivered to counsel
      for the Company substantially in the form attached hereto as Exhibit C shall
      be
      the only requirement to satisfy an exemption from registration under the
      Securities Act to effectuate such “4(1) and half” transaction. 

     

    9.
      Noncircumvention.
      The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its certificate of incorporation, bylaws or through any reorganization, transfer
      of assets, consolidation, merger, scheme of arrangement, dissolution, issue
      or
      sale of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, and will at
      all
      times in good faith carry out all the provisions of this Warrant and take all
      action as may be required to protect the rights of the Holder. Without limiting
      the generality of the foregoing, the Company (i) shall not increase the par
      value of any shares of Common Stock receivable upon the exercise of this Warrant
      above the Exercise Price then in effect, and (ii) shall take all such
      actions as may be necessary or appropriate in order that the Company may validly
      and legally issue fully paid and nonassessable shares of Common Stock upon
      the
      exercise of this Warrant. 

     

    10.
      Events
      of Failure; Definition of Black Scholes Value.
      

     

    (a)
      Definition. 

     

    The
      occurrence of each of the following shall be considered to be an “Event
      of Failure.”
      

     

    (i)
      A
“Delivery
      Failure”
shall
      be deemed to have occurred if the Company fails to deliver Exercise Shares
      pursuant to this Warrant to the Holder within any applicable Delivery Period;
      

     

    (ii)
      A
“Legend
      Removal Failure”
shall
      be deemed to have occurred if the Company fails to issue this Warrant and/or
      Exercise Shares without a restrictive legend, or fails to remove a restrictive
      legend, when and as required under Section 2(e) hereof;

     

    (iii)
      A
“Transfer
      Delivery Failure”
shall
      be deemed to have occurred if the Company fails to deliver a Warrant within
      any
      applicable Transfer Delivery Period; and

     

    (iv)
      a
      Registration Failure (as defined below).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    For
      purpose hereof, “Registration
      Failure”
means
      that (A) the Company fails to file with the SEC on or before the Filing
      Deadline (as defined in the Registration Rights Agreement) any Registration
      Statement required to be filed pursuant to Section 2(a) of the Registration
      Rights Agreement, or (B) the Company fails to obtain effectiveness with the
      SEC, prior to the Registration Deadline (as defined in the Registration Rights
      Agreement), of any Registration Statement (as defined in the Registration Rights
      Agreement) that are required to be filed pursuant to Section 2(a) of the
      Registration Rights Agreement, or fails to keep such Registration Statement
      current and effective as required in Section 3 of the Registration Rights
      Agreement, (C) the Company fails to file any amendment to the Registration
      Statement, or any additional Registration Statement required to be filed
      pursuant to Section 3(b) of the Registration Rights Agreement within twenty
      (20) days of the applicable Registration Trigger Date (as defined in the
      Registration Rights Agreement), or fails to cause such amendment and/or new
      Registration Statement to become effective within sixty (60) days of the
      applicable Registration Trigger Date, or (iv) any Registration Statement
      required to be filed under the Registration Rights Agreement, after its initial
      effectiveness and during the Registration Period (as defined in the Registration
      Rights Agreement), lapses in effect or sales of all of the Registrable
      Securities (as defined in the Registration Rights Agreement) cannot otherwise
      be
      made thereunder (whether by reason of the Company’s failure to amend or
      supplement the prospectus included therein in accordance with the Registration
      Rights Agreement, the Company’s failure to file and obtain effectiveness with
      the SEC of an additional Registration Statement or amended Registration
      Statement required pursuant to Section 3 of the Registration Rights
      Agreement or otherwise), or (D) the Company fails to provide a commercially
      reasonable written response to any comments to any Registration Statement
      submitted by the SEC within twenty (20) days of the date that such SEC
      comments are received by the Company.

     

    (b)
      Failure Payments; Black-Scholes Determination.
      The
      Company understands that any Event of Failure (as defined above) could result
      in
      economic loss to the Holder. In the event that any Event of Failure occurs,
      as
      compensation to the Holder for such loss, the Company agrees to pay (as
      liquidated damages and not as a penalty) to the Holder payments (“Failure
      Payments”)
      at a
      rate of 18% per annum (or the maximum rate permitted by applicable law,
      whichever is less) of the Black-Scholes value (as determined below) of the
      remaining unexercised portion of this Warrant on the date of such request (as
      recalculated on the first business day of each month thereafter for as long
      as
      Failure Payments shall continue to accrue), which shall accrue daily from the
      date of such Event of Failure until the Event of Failure is cured, accruing
      daily and compounded monthly. For purposes of clarification, it is agreed and
      understood that Failure Payments shall continue to accrue following any Event
      of
      Default until the applicable Default Amount is paid in full. 

     

    Notwithstanding
      the above, in the event that the Company (i) has, by the Filing Deadline
      (as defined the Registration Rights Agreement) filed a Registration Statement
      (as defined in the Registration Rights Agreement) covering the number of shares
      required by the Registration Rights Agreement, and (ii) has responded in
      writing to any comments to the Registration Statement that the Company has
      received from the SEC, within fourteen (14) days of such receipt, and
      nevertheless the SEC has not declared effective a Registration Statement
      covering the full number of Warrant Shares issuable upon exercise of the
      Warrants by the Effectiveness Deadline (as defined in the Registration Rights
      Agreement) then, the Failure Payments attributable to such late Registration
      Effectiveness shall be reduced from 18% to 15% (calculated as set forth above).
      The Company shall pay any payments incurred under this Section in cash or cash
      equivalent upon demand or, if not demanded sooner, within five business
      (5) days of the end of each calendar month. Failure Payments are in
      addition to any Shares that the Holder is entitled to receive upon Exercise
      of
      this Warrant. 

     

    For
      purposes hereof, the “Black-Scholes” value of a Warrant shall be determined by
      use of the Black Scholes Option Pricing Model using the criteria set forth
      on
      Schedule 1 hereto.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (c)
      Payment of Accrued Failure Payments.
      The
      accrued Failure Payments for each Event of Failure shall be paid in immediately
      available funds on or before the fifth (5th) day of each month following a
      month in which Failure Payments accrued. Nothing herein shall limit the Holder’s
      right to pursue actual damages (to the extent in excess of the Failure Payments)
      for the Company’s Event of Failure, and the Holder shall have the right to
      pursue all remedies available at law or in equity (including a decree of
      specific performance and/or injunctive relief). Notwithstanding the above,
      if a
      particular Event of Failure results in an Event of Default pursuant to
      Section 11 hereof, then the Failure Payment, for that Event of Failure
      only, shall be considered to have been satisfied upon payment to the Holder
      of
      an amount equal to the greater of (i) the Failure Payment, or (ii) the
      Default Amount, payable in accordance with Section 11. 

     

    (d)
      Maximum Interest Rate.
      Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum permitted by
      applicable law. In the event that the rate of interest or dividends required
      to
      be paid or other charges hereunder exceed the maximum permitted by such law,
      any
      payments in excess of such maximum shall be credited against amounts owed by
      the
      Company to the Holder and thus refunded to the Company. 

     

    11.
      Default
      and Redemption.
      

     

    (a)
      Events
      Of Default.
      Each of
      the following events shall be considered to be an “Event
      of Default,”
unless
      waived by the Holder: 

     

    (i)
      Failure To Effect Registration.
      A
      Registration Failure occurs and remains uncured for a period of more than thirty
      (30) days (or forty-five (45) days in the case where the Company
      (i) has, by the Filing Deadline (as defined the Registration Rights
      Agreement) filed a Registration Statement (as defined in the Registration Rights
      Agreement) covering the Warrant Shares required by the Registration Rights
      Agreement, and (ii) has responded in writing to any comments to the
      Registration Statement that the Company has received from the SEC, within
      fourteen (14) days of such receipt, and nevertheless the SEC has not declared
      effective a Registration Statement covering such Warrant Shares by the
      Registration Deadline (as defined in the Registration Rights Agreement)),
and
      such
      Registration Failure relates solely to the Company’s failure to have the
      Registration Statement declared effective by the Registration Deadline (as
      defined in the Registration Rights Agreement); 

     

    (ii) Failure
      To Deliver Common Stock.
      A
      Delivery Failure (as defined above) occurs and remains uncured for a period
      of
      more than twenty (20) days; or at any time, the Company announces or states
      in writing that it will not honor its obligations to issue shares of Common
      Stock to the Holder upon Exercise by the Holder of the Exercise rights of the
      Holder in accordance with the terms of this Warrant. 

     

    (iii)
      Legend Removal Failure. A
      Legend
      Removal Failure (as defined above) occurs and remains uncured for a period
      of
      twenty (20) days; and

     

    (iv)
      Corporate Existence; Major Transaction.
      The
      Company has effected a Major Transaction without paying the Major Transaction
      Warrant Redemption Price to the Holder pursuant to Section 5(c)(iii) or, if
      the Holder did not elect a Redemption Upon Major Transaction, the Company has
      failed to meet the Assumption requirements of Section 5(c)(iii) prior to
      effecting a Major Transaction. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (b)
      Mandatory
      Redemption. 

     

    (i)
      Mandatory Redemption Amount.
      If any
      Events of Default shall occur then, unless waived by the Holder, upon the
      occurrence and during the continuation of any Event of Default, at the option
      of
      the Holder, such option exercisable through the delivery of written notice
      to
      the Company by such Holder (the “Default
      Notice”),
      the
      outstanding amount of this Warrant shall be immediately redeemed by the Company
      and the Company shall pay to the Holder (a “Mandatory
      Redemption”),
      in
      full satisfaction of its obligations hereunder, an amount (the “Mandatory
      Redemption Amount”
or
      the
“Default
      Amount”)
      equal
      to the greater of (i) the Black-Scholes value (as determined in accordance
      with Section 10(b)) of the remaining unexercised portion of this Warrant on
      the
      date of such Default Notice and (2) the Black-Scholes value (also as
      determined in accordance with Section 10(b)) of the remaining unexercised
      portion of this Warrant on the Trading Day immediately preceding the date that
      the Mandatory Redemption Amount is paid to the Holder. 

     

    The
      Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within
      five (5) business days of the Date of the applicable Default Notice.


     

    (ii)
      Liquidated Damages.
      The
      parties hereto acknowledge and agree that the sums payable as Failure Payments
      or pursuant to a Mandatory Redemption shall give rise to liquidated damages
      and
      not penalties. The parties further acknowledge that (i) the amount of loss
      or damages likely to be incurred by the Holder is incapable or is difficult
      to
      precisely estimate, (ii) the amounts specified bear a reasonable proportion
      and are not plainly or grossly disproportionate to the probable loss likely
      to
      be incurred by the Holder, and (iii) the parties are sophisticated business
      parties and have been represented by sophisticated and able legal and financial
      counsel and negotiated this Agreement at arm’s length. 

     

    The
      Default Amount, together with all other amounts payable hereunder, shall
      immediately become due and payable, all without demand, presentment or notice,
      all of which hereby are expressly waived, together with all costs, including,
      without limitation, legal fees and expenses, of collection, and the Holder
      shall
      be entitled to exercise all other rights and remedies available at law or in
      equity. 

     

    (c)
      Posting
      Of Bond. In
      the
      event that any Event of Default occurs hereunder, the Company may not raise
      as a
      legal defense (in any Lawsuit, as defined below, or otherwise) or justification
      to such Event of Default any claim that such Holder or any one associated or
      affiliated with such Holder has been engaged in any violation of law, unless
      the
      Company has posted a surety bond (a “Surety
      Bond”)
      for
      the benefit of such Holder in the amount of 130% of the aggregate Surety Bond
      Value (as defined below) of all of the Holder’s Warrants (the “Bond
      Amount”),
      which
      Surety Bond shall remain in effect until the completion of litigation of the
      dispute and the proceeds of which shall be payable to such Holder to the extent
      Holder obtains judgment. 

     

    For
      purposes hereof, a “Lawsuit”
shall
      mean any lawsuit, arbitration or other dispute resolution filed by either party
      herein pertaining to any of this Warrant, the Facility Agreement and the
      Registration Rights Agreement. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “Surety
      Bond Value,”
for
      the Warrants shall mean 130% of the of the Black-Scholes value of the remaining
      unexercised portion of this Warrant on the Trading Day immediately preceding
      the
      date that such bond goes into effect). 

     

    (d)
      Injunction And Posting Of Bond.
      In the
      event that the Event of Default referred to in subsection (c) above
      pertains to the Company’s failure to deliver unlegended shares of Common Stock
      to the Holder pursuant to a Warrant Exercise, legend removal request, or
      otherwise, the Company may not refuse such unlegended share delivery based
      on
      any claim that such Holder or any one associated or affiliated with such Holder
      has been engaged in any violation of law, unless an injunction from a court,
      on
      prior notice to Holder, restraining and or enjoining Exercise of all or part
      of
      said Warrant shall have been sought and obtained by the Company and the Company
      has posted a Surety Bond for the benefit of such Holder in the amount of the
      Bond Amount, which Surety Bond shall remain in effect until the completion
      of
      litigation of the dispute and the proceeds of which shall be payable to such
      Holder to the extent Holder obtains judgment. 

     

    (e)
      Remedies,
      Other Obligations, Breaches And Injunctive Relief. The
      remedies provided in this Warrant shall be cumulative and in addition to all
      other remedies available under this Warrant, the Facility Agreement and the
      Registration Rights Agreement, at law or in equity (including a decree of
      specific performance and/or other injunctive relief), and nothing herein shall
      limit the right of the Holder to pursue actual damages for any failure by the
      Company to comply with the terms of this Warrant. The Company acknowledges
      that
      a breach by it of its obligations hereunder will cause irreparable harm to
      the
      Holder and that the remedy at law for any such breach may be inadequate. The
      Company therefore agrees that, in the event of any such breach or threatened
      breach, the holder of this Warrant shall be entitled, in addition to all other
      available remedies, to an injunction restraining any breach, without the
      necessity of showing economic loss and without any bond or other security being
      required. 

     

    Section 12.
      Holder’s Redemptions. 

     

    (a)
      Mechanics
      of Holder’s Redemptions.
      In the
      event that the Holder has sent a Default Notice or a Major Transaction
      Redemption Notice to the Company pursuant to Section 5(c) or a Default
      Notice pursuant to Section 11(b)(i), respectively (each, a “Redemption
      Notice”),
      the
      Holder shall promptly submit this Warrant to the Company. If the Holder has
      submitted a Major Transaction Redemption Notice in accordance with
      Section 5(c)(iii), the Company shall deliver the applicable Major
      Transaction Redemption Price to the Holder concurrently with the consummation
      of
      such Major Transaction. In the event that the Company does not pay the
      applicable Redemption Price to the Holder within the time period required,
      at
      any time thereafter and until the Company pays such unpaid Redemption Price
      in
      full, the Holder shall have the option, in lieu of redemption, to require the
      Company to promptly return to the Holder all or any portion of this Warrant
      that
      was submitted for redemption and for which the applicable Major Transaction
      Redemption Price (together with any late charges thereon) has not been paid.
      Upon the Company’s receipt of such notice, (x) the applicable Redemption
      Notice shall be null and void with respect to such Redemption Principal Amount
      and (y) the Company shall immediately return this Warrant, or issue a new
      Warrant to the Holder representing the portion of this Warrant that was
      submitted for redemption. The Holder’s delivery of a notice voiding a Redemption
      Notice and exercise of its rights following such notice shall not affect the
      Company’s obligations to make any payments of Failure Payments which have
      accrued prior to the date of such notice with respect to the Warrant subject
      to
      such notice. 

     

    13.
      Benefits
      of this Warrant.
      

     

    Nothing
      in this Warrant shall be construed to confer upon any person other than the
      Company and Holder any legal or equitable right, remedy or claim under this
      Warrant and this Warrant shall be for the sole and exclusive benefit of the
      Company and Holder. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    14.
      Governing
      Law. 

     

    All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, borough of Manhattan for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court, that such suit, action or proceeding is improper
      or is an inconvenient venue for such proceeding. Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof via registered or
      certified mail or overnight delivery (with evidence of delivery) to such party
      at the address in effect for notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any other manner permitted by law. The parties hereby waive
      all rights to a trial by jury. If either party shall commence an action or
      proceeding to enforce any provisions of this Agreement, then the prevailing
      party in such action or proceeding shall be reimbursed by the other party for
      its reasonable attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such action or proceeding.


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    15.
      Loss
      of Warrant.
      

     

    Upon
      receipt by the Company of evidence of the loss, theft, destruction or mutilation
      of this Warrant, and (in the case of loss, theft or destruction) of indemnity
      or
      security reasonably satisfactory to the Company, and upon surrender and
      cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver a new Warrant of like tenor and date. 

     

    16.
      Notice
      or Demands.
      

     

    Notices
      or demands pursuant to this Warrant to be given or made by Holder to or on
      the
      Company shall be sufficiently given or made if sent by certified or registered
      mail, return receipt requested, postage prepaid, and addressed, until another
      address is designated in writing by the Company, to the address set forth in
      Section 2(a) above. Notices or demands pursuant to this Warrant to be given
      or made by the Company to or on Holder shall be sufficiently given or made
      if
      sent by certified or registered mail, return receipt requested, postage prepaid,
      and addressed, to the address of Holder set forth in the Company’s records,
      until another address is designated in writing by Holder. 

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Warrant as of the __ day
      of
      _______, 2007. 

    
      	
               

            	 	 
	
              HANA
                BIOSCIENCES, INC.

            
	 	 
	
              By:

            	
               

            	
              

            
	 	 	 
	
              Print Name:

            	
               

            	 
	
              Title:

            	
               

            	 


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A 

     

    EXERCISE
      FORM FOR WARRANT 

     

    TO:
      HANA
      BIOSCIENCES, INC.

     

    The
      undersigned hereby irrevocably Exercises the right to purchase                     
      of the
      shares of Common Stock (the “Common
      Stock”)
      of
HANA
      BIOSCIENCES, INC.,
      a
      Delaware corporation (the “Company”),
      evidenced by the attached warrant (the “Warrant”),
      and
      herewith makes payment of the Exercise price with respect to such shares in
      full, all in accordance with the conditions and provisions of said Warrant.
      

     

    1.
      The
      undersigned agrees not to offer, sell, transfer or otherwise dispose of any
      of
      the Common Stock obtained on Exercise of the Warrant, except in accordance
      with
      the provisions of Section 8(a) of the Warrant. 

     

    2.
      The
      undersigned requests that any stock certificates for such shares be issued
      free
      of any restrictive legend, if appropriate, and a warrant representing any
      unexercised portion hereof be issued, pursuant to the Warrant in the name of
      the
      undersigned and delivered to the undersigned at the address set forth below.
      

     

    3.
      The
      undersigned is exercising the attached Warrant pursuant to:

     

     ̈
      Cash
      Exercise        ̈
      Cashless
      Exercise  

     

    Dated:
                                   

     

    
      	 
	
               

            
	
              Signature

            
	 
	
               

            
	
              Print
                Name

            
	 
	
               

            
	
              Address

            


    

     

    NOTICE
      

     

    The
      signature to the foregoing Exercise Form must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B 

     

    ASSIGNMENT
      

     

    (To
      be
      executed by the registered holder 

    desiring
      to transfer the Warrant) 

     

    FOR
      VALUE
      RECEIVED, the undersigned holder of the attached warrant (the “Warrant”)
      hereby
      sells, assigns and transfers unto the person or persons below named the right
      to
      purchase                     
      shares
      of the Common Stock of HANA
      BIOSCIENCES, INC.,
      a
      Delaware corporation, evidenced by the attached Warrant and does hereby
      irrevocably constitute and appoint                     
      attorney
      to transfer the said Warrant on the books of the Company, with full power of
      substitution in the premises. 

     

    
      	 	 	 	 	 	 	 
	
              Dated:
                                            

            	
                

            	 	
                

            	
               

            
	 	
                

            	 	
                

            	 	
                

            	
              Signature

            


    

     

    Fill
      in
      for new registration of Warrant: 

     

    
      	 
	
               

            
	
              Name

            
	 
	
               

            
	
              Address

            
	 
	
               

            
	
              Please
                print name and address of assignee

              (including
                zip code number)

            


    

     

     

    NOTICE
      

     

    The
      signature to the foregoing Assignment must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C

    


    FORM
      OF
      OPINION

    


     

    ______,
      20__

     

    Maslon
      Edelman Borman & Brand, LLP

    3300
      Wells Fargo Center

    90
      South
      Seventh Street

    Minneapolis,
      MN 55402-4140

     

    
      	
              Re:

            	
              Hana
                Biosciences, Inc.(the
“Company”)

            


    

     

    Dear
      Sir:

     

    [___________]
      (“[__________]”) intends to transfer _______ Warrants (the “Warrants”) of the
      Company to __________ (“________”) without registration under the Securities Act
      of 1933, as amended (the “Securities Act”). In connection therewith, we have
      examined and relied upon the truth of representations contained in an Investor
      Representation Letter attached hereto and have examined such other documents
      and
      issues of law as we have deemed relevant.

     

    Based
      on
      and subject to the foregoing, we are of the opinion that the transfer of the
      Warrants by Deerfield to ______ may be effected without registration under
      the
      Securities Act, provided,
      however,
      that
      the Warrants to be transferred to _______ contain a legend restricting its
      transferability pursuant to the Securities Act and that transfer of the Warrants
      is subject to a stop order.

     

    The
      foregoing opinion is furnished only to Maslon Edelman Borman & Brand, LLP
      and may not be used, circulated, quoted or otherwise referred to or relied
      upon
      by you for any purposes other than the purpose for which furnished or by any
      other person for any purpose, without our prior written consent.

     

    Very
      truly yours,

    


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    [FORM
      OF
      INVESTOR REPRESENTATION LETTER]

     

    _____,
      20__ 

     

    [_________________]

     

     

    Gentlemen:

     

    _________
      (“___”) has agreed to purchase _________ Warrants (the “Warrants”) of Hana
      Biosciences, Inc.(the “Company”) from [___________] (“[_________]”). We
      understand that the Warrants are “restricted securities.” We represent and
      warrant that ______ is a sophisticated institutional investor that would qualify
      as an “Accredited Investor” as defined in Rule 501 of Regulation D under the
      Securities Act of 1933, as amended (the “Securities Act”).

     

    ________
      represents and warrants as of the date hereof as follows:

     

    1.
      That
      it is acquiring the Warrants and the shares of common stock, $0.001 par value
      per share underlying such Warrants (the “Exercise Shares”) solely for its
      account for investment and not with a view to or for sale or distribution of
      said Warrants or Exercise Shares or any part thereof. ________ also represents
      that the entire legal and beneficial interests of the Warrants and Exercise
      Shares _________ is acquiring is being acquired for, and will be held for,
      its
      account only;

     

    2.
      That
      the Warrants and the Exercise Shares have not been registered under the
      Securities Act on the basis that no distribution or public offering of the
      stock
      of the Company is to be effected. _______ realizes that the basis for the
      exemption may not be present if, notwithstanding its representations, has a
      present intention of acquiring the securities for a fixed or determinable period
      in the future, selling (in connection with a distribution or otherwise),
      granting any participation in, or otherwise distributing the securities. _______
      has no such present intention;

     

    3.
      That
      the Warrants and the Exercise Shares must be held indefinitely unless they
      are
      subsequently registered under the Securities Act or an exemption from such
      registration is available. ________ recognizes that the Company has no
      obligation to register the Warrants, or to comply with any exemption from such
      registration;

     

    4.
      That
      neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144
      adopted under the Securities Act unless certain conditions are met, including,
      among other things, the existence of a public market for the shares, the
      availability of certain current public information about Company, the resale
      following the required holding period under Rule 144 and the number of shares
      being sold during any three month period not exceeding specified limitations;
      

     

    5.
      That
      it will not make any disposition of all or any part of the Warrants or Exercise
      Shares in any event unless and until:

     

    (i) The
      Company shall have received a letter secured by _________ from the Securities
      and Exchange Commission stating that no action will be recommended to the
      Securities and Exchange Commission with respect to the proposed
      disposition;

     

    (ii) There
      is
      then in effect a registration statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with said
      registration statement; or

     

    (iii) _________
      shall have notified the Company of the proposed disposition and, in the case
      of
      a sale or transfer in a so called “4(1) and a half” transaction, shall have
      furnished counsel to the Company with an opinion of counsel, reasonably
      satisfactory to counsel to the Company. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    We
      acknowledge that the Company will place stop orders with respect to the Warrants
      and the Warrants, and if a registration statement is not effective, the Exercise
      Shares shall bear the following restrictive legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT
      TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION,
      PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE
      EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE,
      SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” 

     

    “THE
      SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS
      AGREEMENT DATED AS OF ___________, 2007, AS AMENDED FROM TIME TO TIME, AMONG
      THE
      COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH
      AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
      OF
      RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”

     

    


    At
      any
      time and from time to time after the date hereof, _________ shall, without
      further consideration, execute and deliver to [________] or the Company such
      other instruments or documents and shall take such other actions as they may
      reasonably request to carry out the transactions contemplated
      hereby.

     

    Very
      truly yours,

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    Schedule
      5(c)(i)

    


    Notwithstanding
      anything to the contrary contained in Section 5(c), the following transactions
      shall not constitute a “Major Transaction:”

    


    
      	
              1.

            	
              Any
                transaction exclusively between the Company and one or more of its
                wholly-owned subsidiaries (including any such future Company subsidiary).
                

            


    

    


    
      	
              2.

            	
              Any
                transaction or series of transactions effected exclusively for the
                purpose
                of raising capital for the Company through a sale of equity or debt
                that
                is subordinated to the debt issued pursuant to the Facility Agreement,
                that does not constitute, individually or in the aggregate, a Change
                of
                Control Transaction.

            


    

    


    
      	
              3.

            	
              Grants
                of equity-based compensation pursuant to the Company’s 2003 Stock Option
                Plan, 2004 Stock Incentive Plan or 2006 Stock Purchase Plan, including
                any
                future amendments thereto, or any other equity-based plan adopted
                by the
                Company’s Board of Directors in the
                future.

            


    

    


    
      	
              4.

            	
              Any
                issuance of Common Stock pursuant to currently outstanding options,
                warrants or other rights to acquire Common Stock, or pursuant to
                any right
                of the Company to issue Common Stock in lieu of Company obligations,
                in
                each case, under currently existing agreements or instruments that
                are not
                hereafter modified.

            


    

    


    
      	
              5.

            	
              Any
                transaction or series of transactions involving the license by the
                Company
                of any of its rights to its current or future product candidates
                pursuant
                to which the Company shall have continuing obligations and which
                entitles
                the Company to the right to receive future payments (contingent or
                otherwise) to be paid over time and which is exclusively structured
                within
                the parameters typically set for licensing transactions involving
                publicly
                traded biotechnology companies, provided,
                however,
                that any such transaction or series of transactions, shall constitute
                a
                Major Transaction at such time as the Company and its subsidiaries
                have
                received, in the aggregate, payments in excess of $75,000,000 in
                cash
                and/or securities.

            


    

    


    
      	
              6.

            	
              Any
                issuance of Common Stock as consideration for the acquisition of
                any
                assets, including the acquisition of a license to intellectual property,
                unless such issuance is in connection with a Change of Control
                Transaction.

            


    

    


    
      	
              7.

            	
              A
                merger of the Company with or into another company in which (i) all
                shares
                of the Company’s Common Stock are exchanged for shares of common stock of
                a surviving entity that are publicly traded on an Eligible Market
                other
                than the over the counter bulletin board, and (ii) immediately following
                the merger (or successive mergers, as applicable) the holders of
                Common
                Stock immediately prior to such merger (or successive mergers, as
                applicable) hold two-thirds of the shares of common stock of the
                successor
                entity.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      1

    


    Black-Scholes
      Value

    


    
      	 	 	
              Calculation
                Under Section 5(c)(iii)

            	 	
              Calculation
                Under Section 10(b) or 11(b)

            
	 	 	 	 	 
	
              Remaining
                Term

            	 	
              Number
                of calendar days from date of public announcement of the Major Transaction
                until the last date on which the Warrant may be exercised.

            	 	
              Number
                of calendar days from date of the Event of Failure until the last
                date on
                which the Warrant may be exercised.

            
	
              Interest
                Rate

            	 	
              A
                risk-free interest rate corresponding to the US$ LIBOR/Swap rate
                for a
                period equal to the Remaining Term.

            	 	
              A
                risk-free interest rate corresponding to the US$ LIBOR/Swap rate
                for a
                period equal to the Remaining Term.

            
	
              Volatility

            	 	
              Greater
                of (a) 60% and (b) historical volatility for the 100 Trading Days
                period
                ending on the date of the first public announcement of the Major
                Transaction, if such announcement is made prior to 4:00 p.m., New
                York
                City time, on such day, or the 100 Trading Day period ending on the
                next
                succeeding Trading Day if such announcement is made after 4:00 p.m.,
                New
                York City time, on such day, obtained from the HVT or similar function
                on
                Bloomberg. 

            	 	
              Greater
                of (a) 60% and (b) historical volatility for the 100 Trading Days
                prior to
                the date of such calculation, obtained from the HVT or similar function
                on
                Bloomberg.

            
	
              Stock
                Price

            	 	
              The
                greater of (1) the closing price of the Common Stock on NASDAQ, or,
                if
                that is not the principal trading market for the Common Stock, such
                principal market on which the Common Stock is traded or listed (the
                “Closing
                Market Price”)
                on the trading day immediately preceding the date on which a Major
                Transaction is consummated, (2) the first Closing Market Price following
                the first public announcement of a Major Transaction, or (3) the
                Volume
                Weighted Average Price as of the date immediately preceding the first
                public announcement of the Major Transaction.

            	 	
              The
                volume Weighted Average Price on the date of such
                calculation.

            
	
              Dividends

            	 	
              Zero.

            	 	
              Zero.