4,701,100 shares HANA BIOSCIENCES, INC. Common Stock, $0.001 par value PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 17th, 2006 • Hana Biosciences Inc • Pharmaceutical preparations • New York
Hana Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell 4,701,100 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”) to certain investors (collectively, the “Investors”). The Company desires to engage Lehman Brothers Inc. (the “Representative”), Jefferies & Company, Inc. and Oppenheimer & Co. Inc. as its placement agents as named in Schedule 1 attached hereto (each, a “Placement Agent” and collectively, the “Placement Agents”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as herein defined).
May __, 2006 Hana Biosciences, Inc. 400 Oyster Point Boulevard, Suite 215 South San Francisco, California 94080 Ladies and Gentlemen: The undersigned entity sets forth on Schedule I hereto (the “Investor”) hereby confirms and agrees with you as follows:Purchase Agreement • May 17th, 2006 • Hana Biosciences Inc • Pharmaceutical preparations • New York
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
