0001437749-12-012071 Sample Contracts

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • November 21st, 2012 • Hancock Fabrics Inc • Retail-miscellaneous shopping goods stores • New York

NOTE EXCHANGE AGREEMENT, dated as of __________, 2012 (this “Agreement”), between HANCOCK FABRICS, INC., a Delaware corporation (the “Issuer”) and __________ (the “Holder”).

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WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • November 21st, 2012 • Hancock Fabrics Inc • Retail-miscellaneous shopping goods stores • New York

WARRANT EXCHANGE AGREEMENT, dated as of __________, 2012 (this “Agreement”), between HANCOCK FABRICS, INC., a Delaware corporation (the “Issuer”) and __________ (the “Holder”).

MASTER WARRANT AGREEMENT BETWEEN HANCOCK FABRICS, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT DATED AS OF NOVEMBER 15, 2012 WARRANTS TO PURCHASE 9,838,000 SHARES OF COMMON STOCK
Master Warrant Agreement • November 21st, 2012 • Hancock Fabrics Inc • Retail-miscellaneous shopping goods stores • New York

THIS MASTER WARRANT AGREEMENT is entered into NOVEMBER 15, 2012, between HANCOCK FABRICS, INC., a Delaware corporation, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Warrant Agent”).

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