HANA BIOSCIENCES, INC.
CERTIFICATE OF DESIGNATION OF
SERIES A CONVERTIBLE PREFERRED STOCK
HANA BIOSCIENCES, INC., a corporation organized and existing under the laws of the State of Delaware
(the "Corporation"), does hereby certify that, pursuant to the authority conferred on the Board of Directors of the
Corporation by the Certificate of Incorporation, as amended and restated to date (the "Certificate of
Incorporation"), of the Corporation and in accordance with
Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation adopted the following resolution establishing a series of Two Million Three Hundred Ninety Five
Thousand Two Hundred Ten (2,395,210) shares of Preferred Stock of the Corporation designated as "Series A
Convertible Preferred Stock":
RESOLVED, that pursuant to the authority conferred on the Board of Directors of this Corporation by the
Certificate of Incorporation, a series of Preferred Stock, par value $0.001 per share, of the Corporation is
hereby established and created, and that the designation and number of shares thereof and the voting and other
powers, preferences and relative, participating, optional or other rights of the shares of such series and the
qualifications, limitations and restrictions thereof are as follows:
1. Designation. The series of preferred stock established hereby shall be designated the "Series A Convertible
Preferred Stock" (and shall be referred to herein as the "Preferred Shares") and the authorized number of
Preferred Shares shall be Two Million Three Hundred Ninety Five Thousand Two Hundred Ten (2,395,210).
2. Rank. With respect to any Liquidation Event (as defined herein), the Preferred Shares shall rank prior to the
Corporation's common stock, par value $.01 per share (the "Common Stock," and collectively with any other
security of the Corporation ranking junior to the Preferred Shares, the "Junior Securities").
3. Voting Rights. Along with the holders of the Common