EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT, dated as of April 30, 2004, by and
between Hanmi Financial Corporation, a Delaware corporation (together with any
successor entity, herein referred to as the "ISSUER"), and the purchasers named
on the signature pages hereto (the "INVESTORS").
Pursuant to the Securities Purchase Agreements, each dated as of
December 22, 2003, between the Issuer and the Investors (the "PURCHASE
AGREEMENTS"), (i) the Investors have agreed to purchase from the Issuer the
respective numbers of shares (the "SHARES") of common stock, $0.001 par value
per share, of the Issuer (the "COMMON STOCK") set forth on the signature pages
to the Purchase Agreements, and (ii) the Issuer has agreed to enter into a
registration rights agreement with the Investors on the terms set forth in the
Purchase Agreements.
The parties hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following capitalized
terms shall have the following meanings:
AGREEMENT: This Registration Rights Agreement, as amended, modified
or otherwise supplemented from time to time in accordance with the terms
hereof.
BLUE SKY APPLICATION: As defined in Section 5(a) hereof.
BUSINESS DAY: A day other than a Saturday or Sunday or any day on
which banking institutions in The City of Los Angeles are authorized or
obligated by law or executive order to close.
COMMISSION: Securities and Exchange Commission.
COMMON STOCK: As defined in the preamble hereto.
EFFECTIVENESS PERIOD: As defined in Section 2(a)(iii) hereof.
EXCHANGE ACT: Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission thereunder.
HOLDER: A Person who owns, beneficially or otherwise, Transfer
Restricted Securities.
INDEMNIFIED HOLDER: As defined in Section 5(a) hereof.
INVESTORS: As defined in the preamble hereto.
ISSUER: As defined in the preamble hereto.
MAJORITY OF HOLDERS: Holders holding more than 50% of the aggregate
number of Transfer Restricted Securities outstanding at the applicable
point in time.
NASD: National Association of Securities Dealers, Inc.
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PERSON: An individual, partnership, corporation, unincorporated
organization, limited liability company, trust, joint venture or a
government or agency or political subdivision thereof.
PRIVATE PLACEMENT: The private placement of 3,947,369 shares of
Common Stock pursuant to the Purchase Agreements.
PROSPECTUS: The prospectus included in the Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by
all other amendments thereto, including post-effective amendments, and all
material incorporated by reference into such Prospectus.
PURCHASE AGREEMENTS: As defined in the preamble hereto.
QUESTIONNAIRE: As defined in Section 2(b) hereof.
QUESTIONNAIRE DEADLINE: As defined in Section 2(b) hereof.
SECURITIES ACT: Securities Act of 1933, as amended, and the rules
and resolutions of the Commission thereunder.
SHARES: As defined in the preamble hereto.
SHELF FILING DEADLINE: As defined in Section 2(a)(i) hereof.
SHELF REGISTRATION STATEMENT: As defined in Section 2(a)(i) hereof.
SUSPENSION NOTICE. As defined in Section 3(c) hereof.
SUSPENSION PERIOD. As defined in Section 3(b)(i) hereof.
TRANSFER RESTRICTED SECURITIES: Each share of Common Stock issued in
the Private Placement (including the Shares) until the earlier of:
(i) the date on which such share has been effectively
registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement;
(ii) the date on which such share is transferred in compliance
with Rule 144 under the Securities Act or may be sold or transferred
by a person who is not an affiliate of the Issuer pursuant to Rule
144 under the Securities Act (or any other similar provision then in
force) without any volume or manner of sale restrictions thereunder;
or
(iii) the date on which such share ceases to be outstanding
(whether as a result of repurchase by the Issuer or otherwise).
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UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
in which Transfer Restricted Securities of the Issuer are sold to an
underwriter for reoffering to the public.
2. SHELF REGISTRATION.
(a) The Issuer shall:
(i) not later than 90 days after the date hereof (the "SHELF
FILING DEADLINE"), cause to be filed a registration statement
pursuant to Rule 415 under the Securities Act (together with any
amendments thereto, and including any documents incorporated by
reference therein, the "SHELF REGISTRATION STATEMENT"), which Shelf
Registration Statement shall provide for resales of all Transfer
Restricted Securities held by Holders that have provided the
information required pursuant to the terms of Section 2(b) hereof;
(ii) use its reasonable best efforts to cause the Shelf
Registration Statement to be declared effective by the Commission as
promptly as practicable but in any event not later than 60 days
after the date of filing; and
(iii) use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 3(b) hereof to the
extent necessary to ensure that it (A) is available for resales by
the Holders of Transfer Restricted Securities entitled to the
benefit of this Agreement and (B) conforms with the requirements of
this Agreement and the Securities Act for a period (the
"EFFECTIVENESS PERIOD") of:
(1) one year following the date of effectiveness of the
Shelf Registration Statement; or
(2) such shorter period that will terminate when (x) all
of the Holders of Transfer Restricted Securities are able to
sell all Transfer Restricted Securities immediately without
restriction pursuant to Rule 144(k) under the Securities Act
or any successor rule thereto, (y) when all Transfer
Restricted Securities have ceased to be outstanding (whether
as a result of repurchase by the Issuer or otherwise) or (z)
all Transfer Restricted Securities registered under the Shelf
Registration Statement have been sold;
provided, however, that the one year period in Section 2(a)(iii)(1)
shall be extended by a period equal to the aggregate number of days in any
and all "Suspension Periods" under Section 3(a)(i).
(b) To have its Transfer Restricted Securities included in the Shelf
Registration Statement pursuant to this Agreement, each Holder shall complete
the Selling Securityholder Notice and Questionnaire, the form of which is
attached as Annex A hereto (the "QUESTIONNAIRE"). The Issuer shall mail the
Questionnaire to each Holder not less than 20 Business Days (but not more than
40 Business Days) prior to the time the Issuer intends in good
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faith to have the Shelf Registration Statement declared effective by the
Commission. Holders are required to complete and deliver the Questionnaire to
the Issuer within 20 Business Days after the Issuer's date of mailing thereof
(the "QUESTIONNAIRE DEADLINE"). Upon receipt of a Questionnaire from a Holder on
or prior to the Questionnaire Deadline, the Issuer shall include such Holder's
Transfer Restricted Securities in the Shelf Registration Statement and the
Prospectus. Holders that do not complete the Questionnaire and deliver it to the
Issuer prior to the Questionnaire Deadline shall not be named as a selling
Holder in the Prospectus or any preliminary Prospectus included in the Shelf
Registration Statement and therefore shall not be permitted to sell any Transfer
Restricted Securities pursuant to the Shelf Registration Statement.
(c) Upon receipt of written request for additional information from
the Issuer, each Holder who intends to be named as a selling securityholder in
the Shelf Registration Statement shall furnish to the Issuer in writing, within
20 Business Days after such Holder's receipt of such request, such additional
information regarding such Holder and the proposed distribution by such Holder
of its Transfer Restricted Securities, in connection with the Shelf Registration
Statement or Prospectus or Preliminary Prospectus included therein and in any
application to be filed with or under state securities law, as the Issuer may
reasonably request. In connection with all such requests for information from
Holders of Transfer Restricted Securities, the Issuer shall notify such Holders
of the requirements set forth in this paragraph regarding their obligation to
provide the information requested pursuant to this Section 2(c). Each Holder as
to which the Shelf Registration Statement is being filed agrees to furnish
promptly to the Issuer all information required to be disclosed in order to make
information previously furnished to the Issuer by such Holder not materially
misleading.
3. REGISTRATION PROCEDURES.
(a) In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale of Transfer Restricted
Securities by the Holders thereof, the Issuer shall:
(i) Subject to any notice by the Issuer in accordance with
this Section 3(a) of the existence of any fact or event of the kind
described in Section 3(a)(iii)(D), use its reasonable best efforts
to keep the Shelf Registration Statement continuously effective
during the Effectiveness Period; upon the occurrence of any event
that would cause the Shelf Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission
or (B) not be effective and usable for resale of Transfer Restricted
Securities during the Effectiveness Period, the Issuer shall file
promptly an appropriate amendment to the Shelf Registration
Statement, a supplement to the Prospectus or a report with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or
(B), use its reasonable best efforts to cause such amendment to be
declared effective and the Shelf Registration Statement and the
related Prospectus to become usable for their intended purposes as
soon as practicable thereafter. Notwithstanding the foregoing, the
Issuer may suspend the effectiveness of the Shelf Registration
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Statement by written notice to the Holders for a period not to
exceed an aggregate of 45 days in any 90-day period (each such
period, a "SUSPENSION PERIOD") if:
(x) an event occurs and is continuing as a result of
which the Shelf Registration Statement would, in the Issuer's
good faith judgment, contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading; and
(y) the Issuer reasonably determines that the disclosure
of such event at such time would have a material adverse
effect on the business of the Issuer and its subsidiaries,
taken as a whole;
provided that in the event the disclosure relates to a previously
undisclosed proposed or pending material business transaction, the
disclosure of which would impede the Issuer's ability to consummate
such transaction, the Issuer may extend a Suspension Period from 45
days to 75 days; provided, however, that Suspension Periods shall
not exceed an aggregate of 90 days in any 360-day period.
(ii) Prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as may
be necessary to keep the Shelf Registration Statement effective
during the Effectiveness Period; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to comply fully with the applicable provisions of Rules 424
and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the
disposition of all securities covered by the Shelf Registration
Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof
set forth in the Shelf Registration Statement or supplement to the
Prospectus; provided, however, that in no event will such method(s)
of distribution take the form of an Underwritten Offering without
the prior written agreement of the Issuer, which agreement shall not
be unreasonably withheld.
(iii) Advise the underwriter(s), if any, and selling Holders
promptly (but in any event within five Business Days) and, if
requested by such Persons, to confirm such advice in writing:
(A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to
the Shelf Registration Statement or any post-effective
amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to
the Shelf Registration Statement or amendments or supplements
to the Prospectus or for additional information relating
thereto,
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(C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration
Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of
the preceding purposes, or
(D) of the existence of any fact or the happening of any
event, during the Effectiveness Period, that makes any
statement of a material fact made in the Shelf Registration
Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or
changes in the Shelf Registration Statement or the Prospectus
in order to make the statements therein not misleading.
If at any time the Commission shall issue any stop order suspending
the effectiveness of the Shelf Registration Statement, or any state
securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification
of the Transfer Restricted Securities under state securities or Blue
Sky laws, the Issuer shall use its reasonable best efforts to obtain
the withdrawal or lifting of such order at the earliest possible
time and will provide to each Holder who is named in the Shelf
Registration Statement prompt notice of the withdrawal of any such
order.
(iv) Make available at reasonable times for inspection by one
or more representatives of the selling Holders, designated in
writing by a Majority of Holders whose Transfer Restricted
Securities are included in the Shelf Registration Statement, any
underwriter participating in any distribution pursuant to the Shelf
Registration Statement, and any attorney or accountant retained by
such selling Holders or any of the underwriter(s), all financial and
other records, pertinent corporate documents and properties of the
Issuer as shall be reasonably necessary to enable them to fulfill
any applicable due diligence responsibilities, and cause the
Issuer's officers, directors, managers and employees to supply all
information reasonably requested by any such representative or
representatives of the selling Holders, underwriter, attorney or
accountant in connection with the Shelf Registration Statement after
the filing thereof and before its effectiveness, provided, however,
that any information designated by the Issuer as confidential at the
time of delivery of such information shall be kept confidential by
the recipient thereof and subject, upon request of the Issuer, to
the execution of a confidentiality agreement that is reasonable in
the context of a registered public offering.
(v) If requested by any selling Holders or the underwriter(s),
if any, promptly incorporate in the Shelf Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if
necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included
therein with respect to the offering of such securities,
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including, without limitation: (1) information relating to the "Plan
of Distribution" of the Transfer Restricted Securities, (2)
information with respect to the number of shares of Common Stock
being sold to such underwriter(s), (3) the purchase price being paid
therefor and (4) any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all
required filings of such Prospectus supplement or post-effective
amendment as soon as reasonably practicable after the Issuer is
notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.
(vi) Furnish to each selling Holder and each of the
underwriter(s), if any, upon their request, without charge, at least
one copy of the Shelf Registration Statement, as first filed with
the Commission, and of each amendment thereto (and any documents
incorporated by reference therein or exhibits thereto (or exhibits
incorporated in such exhibits by reference) as such Person may
request).
(vii) Deliver to each selling Holder and each of the
underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment
or supplement thereto as such Persons reasonably may request;
subject to any notice by the Issuer in accordance with this Section
3(a) of the existence of any fact or event of the kind described in
Section 3(a)(iii)(D), the Issuer hereby consents to the use of the
Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement
thereto.
(viii) The Issuer shall:
(A) upon request, use its reasonable best efforts to furnish
or cause to be furnished to each selling Holder and each
underwriter, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to
underwriters in primary underwritten offerings for selling security
holders, upon the date of closing of any sale of Transfer Restricted
Securities in an Underwritten Registration:
(1) a certificate, dated the date of such closing,
signed by the Chief Financial Officer of the Issuer covering
such matters as are customarily covered in closing
certificates delivered to underwriters in connection with
underwritten offerings of securities;
(2) opinions, each dated the date of such closing, of
counsel to the Issuer covering such matters as are customarily
covered in legal opinions to underwriters in connection with
underwritten offerings of securities; and
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(3) customary comfort letters, dated the date of such
closing, from the Issuer's independent accountants (and from
any other accountants whose report is contained or
incorporated by reference in the Shelf Registration Statement)
in the customary form and covering matters of the type
customarily covered in comfort letters to underwriters in
connection with underwritten offerings of securities;
(B) set forth in full in the underwriting agreement, if any,
indemnification provisions and procedures which provide rights no
less protective than those set forth in Section 5 hereof with
respect to all parties to be indemnified; and
(C) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with
clause (A) above and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the
selling Holders pursuant to this clause (viii).
(ix) Before any public offering of Transfer Restricted
Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the
registration and qualification of the Transfer Restricted Securities
under the securities or Blue Sky laws of such jurisdictions in the
United States as the selling Holders or underwriter(s), if any, may
reasonably request and do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that the Issuer shall not be required
(A) to register or qualify as a foreign corporation or a dealer of
securities where it is not now so qualified or to take any action
that would subject it to the service of process in any jurisdiction
where it is not now so subject or (B) to subject itself to taxation
in any such jurisdiction if it is not now so subject.
(x) Cooperate with the selling Holders and the underwriter(s),
if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold
and not bearing any restrictive legends (unless required by
applicable securities laws); and enable such Transfer Restricted
Securities to be in such denominations and registered in such names
as the selling Holders or the underwriter(s), if any, may request at
least two Business Days before any sale of Transfer Restricted
Securities made by such selling Holders or underwriter(s).
(xi) Use its reasonable best efforts to cause the Transfer
Restricted Securities covered by the Shelf Registration Statement to
be registered with or approved by such other U.S. governmental
agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the
disposition of such Transfer Restricted Securities.
(xii) Subject to Section 3(a)(i) hereof, if any fact or event
contemplated by Section 3(a)(iii)(D) hereof shall exist or have
occurred, use its
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reasonable best efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement or related Prospectus
or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers
of Transfer Restricted Securities, the Prospectus will not contain
an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were
made, not misleading.
(xiii) Provide CUSIP numbers for all Transfer Restricted
Securities not later than the effective date of the Shelf
Registration Statement and provide the transfer agent with
certificates for the Shares that are in a form eligible for deposit
with The Depository Trust Company.
(xiv) Cooperate and provide such information as may be
required in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter
that is required to be retained in accordance with the rules and
regulations of the NASD.
(xv) Otherwise use its reasonable best efforts to comply with
all applicable rules and regulations of the Commission and all
reporting requirements under the Exchange Act.
(xvi) Provide to each Holder upon written request each
document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act after the effective
date of the Shelf Registration Statement.
(b) Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from the
Issuer of the existence of any fact or the occurrence of any event of the kind
described in Section 3(a)(iii)(D) hereof, such Holder will, and will use its
reasonable best efforts to cause any underwriter(s) in an Underwritten Offering
to, forthwith discontinue disposition of Transfer Restricted Securities pursuant
to the Shelf Registration Statement until:
(i) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 3(a)(xii) hereof; or
(ii) such Holder is advised in writing by the Issuer that the
use of the Prospectus may be resumed.
If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such Suspension Notice.
(c) Following the effectiveness of the Shelf Registration Statement,
each Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Transfer
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Restricted Securities pursuant to the Shelf Registration Statement, which notice
shall be effective for five Business Days.
4. REGISTRATION EXPENSES. All expenses incident to the Issuer's
performance of or compliance with this Agreement shall be borne by the Issuer
regardless of whether a Shelf Registration Statement becomes effective,
including, without limitation:
(i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws;
(iii) all expenses of printing (including printing of
Prospectuses and certificates for the Common Stock) and the Issuer's
expenses for messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel to the Issuer;
(v) all application and filing fees in connection with listing
(or authorizing for quotation) the Common Stock on a national
securities exchange or automated quotation system pursuant to the
requirements hereof; and
(vi) all fees and disbursements of independent certified
public accountants of the Issuer (including the expenses of any
special audit and comfort letters required by or incident to such
performance).
The Issuer shall bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.
5. INDEMNIFICATION AND CONTRIBUTION. The Issuer shall indemnify and
hold harmless each Holder, such Holder's officers, directors, partners and
employees and each person, if any, who controls such Holder within the meaning
of the Securities Act (each, an "INDEMNIFIED HOLDER"), from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or
action relating to resales of the Transfer Restricted Securities), to which such
Indemnified Holder may become subject, insofar as any such loss, claim, damage,
liability or action arises out of, or is based upon:
(i) any untrue statement or alleged untrue statement of a material
fact contained in (A) the Shelf Registration Statement or Prospectus or
any amendment or supplement thereto or (B) any blue sky application or
other document or any amendment or supplement thereto prepared or executed
by the Issuer (or based upon written information furnished by or on behalf
of the Issuer expressly for use in such blue sky application or other
document or amendment on supplement) filed in any jurisdiction
specifically for the purpose of qualifying any or all of the Transfer
Restricted Securities
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under the securities law of any state or other jurisdiction (such
application or document being hereinafter called a "BLUE SKY
APPLICATION"); or
(ii) the omission or alleged omission to state therein any material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading,
and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Issuer shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged
omission made in the Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of such Holder
(or its related Indemnified Holder) specifically for use therein; provided,
further, that the Issuer shall not be liable for any loss, liability, claim,
damage or expense to the extent that it arises from (1) an offer or sale of
Transfer Restricted Securities occurring during a Suspension Period, provided
that such Holder shall have received a Suspension Notice with respect to such
Suspension Period prior to such offer or sale or (2) an untrue statement or
omission or alleged untrue statement or omission of a material fact contained in
a Prospectus, if (x) the Holder failed to deliver, at or prior to the written
confirmation of sale, a Prospectus that was amended or supplemented, (y) such
Prospectus, as amended or supplemented, would have corrected the untrue
statement or omission or alleged untrue statement or omission and (z) the
Prospectus, as amended or supplemented, had been delivered to such Holder prior
to the time of written confirmation of sale referred to in the preceding clause
(x). The foregoing indemnity agreement is in addition to any liability which the
Issuer may otherwise have to any Indemnified Holder.
(b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Issuer, its officers, directors and employees and each person, if
any, who controls the Issuer within the meaning of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Issuer or any such officer, director, employee or
controlling person may become subject, insofar as any such loss, claim, damage
or liability or action arises out of, or is based upon:
(i) any untrue statement or alleged untrue statement of any material
fact contained in the Shelf Registration Statement or Prospectus or any
amendment or supplement thereto or any Blue Sky Application; or
(ii) the omission or the alleged omission to state therein any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder (or its related Indemnified
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Holder) specifically for use therein, and shall reimburse the Issuer and any
such officer, director, employee or controlling person promptly upon demand for
any legal or other expenses reasonably incurred by the Issuer or any such
officer, director, employee or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Issuer and any such officer, director, employee or
controlling person. The indemnification obligation set forth in this Section
5(b) shall be limited to the amount of proceeds received by such Holder in
connection with the resale of such Holder's Transfer Restricted Securities.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 5 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 5.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that a
Majority of Holders shall have the right to employ a single counsel to represent
jointly a Majority of Holders and their respective officers, directors,
partners, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by a
Majority of Holders against the Issuer under this Section 5, if a Majority of
Holders seeking indemnification shall have been advised by legal counsel that
there may be one or more legal defenses available to them and their respective
officers, employees and controlling persons that are different from or
additional to those available to the Issuer and its officers, directors,
employees and controlling persons, the fees and expenses of a single separate
counsel shall be paid by the Issuer. No indemnifying party shall:
(i) without the prior written consent of the indemnified parties
(which consent shall not be unreasonably withheld) settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not
the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding, or
(ii) be liable for any settlement of any such action effected
without its written consent (which consent shall not be unreasonably
withheld), but if settled with its
13
written consent or if there be a final judgment for the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless
any indemnified party from and against any loss or liability by reason of
such settlement or judgment.
(d) If the indemnification provided for in this Section 5 shall for
any reason be unavailable or insufficient to hold harmless an indemnified party
under Section 5(a) or 5(b) in respect of any loss, claim, damage or liability
(or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability (or action in respect thereof):
(i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuer from the offering and sale of the Transfer
Restricted Securities on the one hand and a Holder with respect to the
sale by such Holder of the Transfer Restricted Securities on the other, or
(ii) if the allocation provided by Section 5(d)(i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in Section 5(d)(i) but also the
relative fault of the Issuer on the one hand and the Holders on the other
in connection with the statements or omissions or alleged statements or
alleged omissions that resulted in such loss, claim, damage or liability
(or action in respect thereof), as well as any other relevant equitable
considerations.
The relative fault of the parties shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Issuer on the one hand or the Holders on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Issuer and each Holder agree that it
would not be just and equitable if the amount of contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action
in respect thereof, referred to above in this Section 5 shall be deemed to
include, for purposes of this Section 5, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
or preparing to defend any such action or claim. Notwithstanding the provisions
of this Section 5, no Holder shall be required to contribute any amount in
excess of the amount by which the total price at which the Transfer Restricted
Securities purchased by it were resold exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute as provided in this Section 5(d) are several and not joint.
6. AVAILABLE INFORMATION. In the event the Issuer is not subject to
Section 13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each
Holder, for so long as any Transfer Restricted Securities remain outstanding, to
make available to any Holder or beneficial
14
owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A. For a period of two years after the date of
this Agreement, the Issuer shall timely file all reports required to be filed by
Section 13 or 15(d) of the Exchange Act or, if the Issuer is not then subject to
Section 13 or 15(d) of the Exchange Act, make publicly available the information
required by Rule 144(c)(2).
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:
(i) agrees to sell such Holder's Transfer Restricted Securities on
the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting arrangements.
8. SELECTION OF UNDERWRITERS. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering if approved
by the Issuer, as provided in Section 3(a)(ii). In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by a Majority of Holders
whose Transfer Restricted Securities are included in such offering; provided,
that such investment bankers and managers must be reasonably satisfactory to the
Issuer.
9. MISCELLANEOUS.
(a) REMEDIES. The Issuer acknowledges and agrees that any failure by
the Issuer to comply with its obligations under Section 2 hereof may result in
material irreparable injury to the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, any Holder may obtain such
relief as may be required to specifically enforce the Issuer's obligations under
Section 2 hereof. The Issuer further agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.
(b) NO INCONSISTENT AGREEMENTS. The Issuer will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. In addition, the Issuer shall
not grant to any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its
securities in the Shelf Registration Statement provided for in this Agreement
other than the Transfer Restricted Securities. The Issuer has not previously
entered into any agreement (which has not expired or been terminated) granting
any registration rights with respect to its securities to any Person which
rights conflict with the provisions hereof.
15
(c) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders.
(d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile
transmission, or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth in the most
recent Questionnaire delivered by the Holder to the Issuer or, if
none, on the records of the transfer agent of the Common Stock; and
(ii) if to the Issuer:
Hanmi Financial Corporation
3660 Wilshire Boulevard
Penthouse Suite A
Los Angeles, CA 90010
Attention: Stephanie Yoon
Fax: (213) _________
Telephone: (213) 427-5631
With a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attention: Lee Meyerson
Fax: (212) 455-2502
Telephone: (212) 455-3675
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement. If any transferee of any Holder shall acquire Transfer
Restricted Securities, in any manner, whether by operation of law or
16
otherwise, such Transfer Restricted Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Transfer Restricted
Securities such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(g) SECURITIES HELD BY THE ISSUER OR ITS AFFILIATES. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or its "affiliates" (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.
(h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of California.
(j) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuer with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Peter H. Huzenga
By: /s/ Peter H. Huizenga
----------------------------------
Name: Peter H. Huizenga
Title:
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
The Timothy D. Huizenga Trust
-----------------------------
U/T/A 8/17/98
By: /s/ Peter H. Huizenga
----------------------------------
Name: Peter H. Huizenga
Title: Trustee
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
The Peter H. Huizenga, Jr. Trust
--------------------------------
U/T/A 12/24/96
By: /s/ Peter H. Huizenga
----------------------------------
Name: Peter H. Huizenga
Title: Trustee
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
The Greta Huizenga Trust
------------------------
U/T/A 5/31/97
By: /s/ Peter H. Huizenga
----------------------------------
Name: Peter H. Huizenga
Title: Trustee
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
The Besty Huizenga Trust
------------------------
U/T/A 3/11/92
By: /s/ Peter H. Huizenga
----------------------------------
Name: Peter H. Huizenga
Title: Trustee
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Wellington Mangement Company, LLP.
as Investment Advisor on behalf of the
client accounts detailed on the
attached Schedule A
By: /s/ Julie A. Jenkins
----------------------------------
Name: Julie A. Jenkins
Title: Vice President and Counsel
Registration Rights Agreement
SCHEDULE A
INVESTOR LEGAL NAME REGISTRATION NAME
Wolf Creek Investors (Bermuda) L.P. Wolf Creek Investors (Bermuda) L.P.
First Financial Fund, Inc. Hare & Co
Bay Pond Investors (Bermuda) L.P. Bay Pond Investors (Bermuda) L.P.
Bay Pond Partners, L.P. Bay Pond Partners, L.P.
Aramus Portfolio Ltd. Aramus Portfolio Ltd.
Wolf Creek Partners, L.P. Wolf Creek Partners, L.P.
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Financial Stocks Capital Partners II
L.P.
By: Financial Stocks, Inc.
Its: General Partner
By: /s/ Steven N. Stein
----------------------------------
Name: Steven N. Stein
Title: Chairman & Chief Executive
Officer
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
----------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Financial Stocks Capital Partners III,
L.P.
By: Finstocks Capital Management, LLC
Its: General Partner
By: /s/ Steven N. Stein
----------------------------------
Name: Steven N. Stein
Title: Chairman & Chief Executive
Officer
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTORS
Third Point Partners LP
Third Point Offshore Fund Ltd.
Points West International Investments, Ltd.
Banzai Partners LP
Banzai Offshore Fund Ltd.
By: /s/ Lloyd Blumberg
--------------------------------
Name: Lloyd Blumberg
Title: Chief Operating Officer
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
J. David Rosenberg
By: /s/ J. David Rosenberg
--------------------------------
Name:
Title:
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Lawrence Partners, LP.
By: /s/ Lawrence Garshofsky
--------------------------------
Name: Lawrence Garshofsky
Title: Manager
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Lawrence Offshore Partners, LLC
By: /s/ Lawrence Garshofsky
--------------------------------
Name: Lawrence Garshofsky
Title: Manager
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Value Realization Fund
By: /s/ Lawrence Garshofsky
--------------------------------
Name: Lawrence Garshofsky
Title: Manager
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
BANC FUND V L.P.
By: MidBanc V L.P.
an Illinois limited partnership,
Its General Partner
By: THE BANC FUNDS COMPANY, L.L.C.
an Illinois limited liability company,
Its General Partner
By: /s/ Charles J. Moore
--------------------------------
Name: Charles J. Moore
Title: Member
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
BANC FUND VI L.P.
By: MidBanc VI L.P.
an Illinois limited partnership,
Its General Partner
By: THE BANC FUNDS COMPANY, L.L.C.
an Illinois limited liability company,
Its General Partner
By: /s/ Charles J. Moore
--------------------------------
Name: Charles J. Moore
Title: Member
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
By: /s/ Peter C. Cook
--------------------------------
Name: Peter C. Cook
Title: Trustee
MOD/AMD 11/26/96 + Succ. Ttee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Benjamin Diesbach
By: /s/ Benjamin Diesbach
--------------------------------
Name: Benjamin Diesbach
Title:
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
William F. Bahl
By: /s/William F. Bahl
--------------------------------
Name: William F. Bahl
Title:
Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
HANMI FINANCIAL CORPORATION
By: /s/ Jae Whan Yoo
--------------------------------
Name: Jae Whan Yoo
Title: President and CEO
INVESTOR
Vere W. Gaynor
By: /s/ Vere W. Gaynor
--------------------------------
Name: Vere H. Gaynor
Title:
Registration Rights Agreement
ANNEX A
HANMI FINANCIAL CORPORATION
FORM OF SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE
The undersigned beneficial holder of common stock, $0.001 par value
per share (the "Transfer Restricted Securities") of Hanmi Financial Corporation
(the "Issuer") understands that the Issuer has filed, or intends to file, with
the Securities and Exchange Commission (the "Commission") one or more
registration statements (collectively, the "Shelf Registration Statement") for
the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Transfer Restricted Securities in
accordance with the terms of the Registration Rights Agreement, dated as of
April 30, 2004 (the "Registration Rights Agreement") by and between the Issuer
and the purchasers named on the signature pages thereto. A copy of the
Registration Rights Agreement is available from the Issuer upon request at the
address set forth below. All capitalized terms not otherwise defined herein have
the meaning ascribed thereto in the Registration Rights Agreement.
In order to sell or otherwise dispose of any Transfer Restricted
Securities pursuant to the Shelf Registration Statement, a beneficial owner of
Transfer Restricted Securities generally will be required to be named as a
selling security holder in the related Prospectus, deliver a Prospectus to
purchasers of Transfer Restricted Securities and be bound by those provisions of
the Registration Rights Agreement applicable to such beneficial owner (including
certain indemnification provisions, as described below).
Certain legal consequences arise from being named as a selling
security holder in the Shelf Registration Statement and the related Prospectus.
Accordingly, registered holders and beneficial owners of Transfer Restricted
Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling security holder in
the Shelf Registration Statement and the related Prospectus.
NOTICE
The undersigned beneficial owner (the "Selling Security Holder") of
Transfer Restricted Securities hereby gives notice to the Issuer of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will be
bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Issuer and its directors, officers and
employees and each person, if any, who controls the Issuer within the meaning of
the Securities Act, from and against certain losses arising in connection with
statements concerning the undersigned made in the Shelf Registration Statement
or the related Prospectus in reliance upon the information provided in this
Notice and Questionnaire.
In connection with any sale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, the undersigned will be required
to deliver to the Issuer the Notice of Transfer (completed and signed) set forth
in Exhibit 1 attached hereto and hereby undertakes to do so.
The undersigned hereby provides the following information to the
Issuer and represents and warrants that such information is accurate and
complete:
QUESTIONNAIRE
(1) INFORMATION REGARDING SELLING SECURITY HOLDER
(l) Full legal name of Selling Security Holder:
(m) Full legal name of registered holder (if not the same as (a) above)
through which Transfer Restricted Securities listed in Item (3) below are held:
(n) Is the Selling Security Holder an SEC-reporting company? If the
Selling Security Holder is not an SEC-reporting company, list below the
individual or individuals who exercise voting and/or dispositive powers with
respect to the Transfer Restricted Securities:
(o) Are you a broker-dealer registered pursuant Section 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")?
[ ] Yes.
[ ] No.
(p) If your response to Item 1 (d) above is "no", are you an "affiliate"
of a broker-dealer registered pursuant to Section 15 of the Exchange Act?
[ ] Yes.
[ ] No.
For purposes of this Item 1(e), an "affiliate" of a registered
broker-dealer shall include any company that directly, or indirectly
through one or more intermediaries, controls, or is controlled by,
or is under common control with, such broker-dealer, and does not
include any individuals employed by such broker-dealer or its
affiliates.
(q) Full legal name of person through which you hold the Transfer
Restricted Securities - (i.e. name of your broker or the DTC participant, if
applicable, through which your Transfer Restricted Securities are held):
Name of broker:_____________________________________________________
DTC No.:____________________________________________________________
Contact person:_____________________________________________________
Telephone No.:______________________________________________________
Email address:______________________________________________________
(2) ADDRESS FOR NOTICES TO SELLING SECURITY HOLDERS
Telephone:____________________________________________________
Fax:__________________________________________________________
Contact Person:_______________________________________________
Email address:________________________________________________
(3) BENEFICIAL OWNERSHIP OF TRANSFER RESTRICTED SECURITIES
Number of shares of Common Stock beneficially owned:
______________________________________________________________________
(4) BENEFICIAL OWNERSHIP OF THE ISSUER'S SECURITIES OWNED BY THE SELLING
SECURITY HOLDER
Except as set forth below in this Item (4), the undersigned is not the
beneficial or registered owner of any securities of the Issuer other than
the Transfer Restricted Securities listed above in Item (3) ("Other
Securities").
(a) Type and amount of Other Securities beneficially owned by the Selling
Security Holder:
______________________________________________________________________
(b) CUSIP No(s). of such Other Securities beneficially owned:
______________________________________________________________________
(5) RELATIONSHIP WITH THE ISSUER
(a) Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (5% or
more) has held any position or office or has had any other material
relationship with the Issuer (or its predecessors or affiliates)
during the past three years.
State any exceptions here:__________________________________________
(b) If the Selling Security Holder is a registered broker-dealer or an
"affiliate" of a registered broker-dealer (See Item 1(d) and Item
1(e)), except as set forth below, (i) neither the undersigned nor
any of its affiliates has purchased the Transfer Restricted
Securities other than in the ordinary course of business, and (ii)
at the time of the purchase of the Transfer Restricted Securities to
be registered, the undersigned had no agreement or understanding,
written or otherwise, with any person to distribute, directly or
indirectly, any such Transfer Restricted Securities.
State any exceptions here:__________________________________________
(6) PLAN OF DISTRIBUTION
Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Transfer Restricted Securities listed
above in Item (3) pursuant to the Shelf Registration Statement only as
follows (if at all). Such Transfer Restricted Securities may be sold from
time to time directly by the undersigned or, alternatively, through
underwriters, broker-dealers or agents. If the Transfer Restricted
Securities are sold through underwriters or broker-dealers, the Selling
Security Holder will be responsible for underwriting discounts or
commissions or agent's commissions. Such Transfer Restricted Securities
may be sold in one or more transactions at fixed prices, at prevailing
market prices at the time of sale, at varying prices determined at the
time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions):
- on any national securities exchange or quotation service on which
the Transfer Restricted Securities may be listed or quoted at the
time of sale;
- in the over-the-counter market;
- in transactions otherwise than on such exchanges or services or in
the over-the-counter market; or
- through the writing of options.
In connection with sales of the Transfer Restricted Securities or
otherwise, the undersigned may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Transfer
Restricted Securities and deliver Transfer Restricted Securities to close
out such short positions, or loan or pledge Transfer Restricted Securities
to broker-dealers that in turn may sell such securities.
Subject to any standstill agreement or other agreement provided by the
undersigned in connection with an offering under the Shelf Registration
Statement, the undersigned may also resell Transfer Restricted Securities
in compliance with Rule 144 or another available exemption from the
registration requirements of the Securities Act.
State any exceptions here:________________________________________________
Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the
prior agreement of the Issuer.
INSTRUCTIONS FOR DELIVERY OF QUESTIONNAIRE
Please return the completed and executed Questionnaire to:
Hanmi Financial Corporation
3660 Wilshire Boulevard
Suite PH-A
Los Angeles, California 90010
Attention: General Counsel
Telephone: ___________
Facsimile: __________
ACKNOWLEDGMENTS
The undersigned understands its obligation to comply with the
provisions of the Exchange Act and the rules and regulations promulgated
thereunder relating to stock manipulation, particularly Regulation M thereunder
(or any successor rules or regulations), in connection with any offering of
Transfer Restricted Securities pursuant to the Shelf Registration Statement. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.
The undersigned hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.
In accordance with the undersigned's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Issuer of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth above.
By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) and the
inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Issuer in connection with the preparation or amendment of the
Shelf Registration Statement and the related Prospectus.
Once this Notice and Questionnaire is executed by the undersigned
and received by the Issuer, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by, the respective successors,
heirs, personal representatives and assigns of the Issuer and the undersigned
with respect to the Transfer Restricted Securities beneficially owned by the
undersigned and listed in Item (3) above.
This Notice and Questionnaire shall be governed in all respects by
the laws of the State of California.
IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Questionnaire to be executed and delivered either in person or by
its duly authorized agent.
Beneficial Owner
By:_________________________________
Name:
Title:
Date:
EXHIBIT 1
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Hanmi Financial Corporation
3660 Wilshire Boulevard
Suite PH-A
Los Angeles, CA 90010
Attention: General Counsel
RE: HANMI FINANCIAL CORPORATION (THE "ISSUER")
COMMON STOCK, PAR VALUE $.001 (THE "COMMON STOCK")
Dear Sirs:
Please be advised that, in accordance with Section 3(c) of the
Registration Rights Agreement, dated April 30, 2004, the undersigned proposes to
transfer shares of the Issuer's Common Stock, pursuant to the Registration
Statement on Form S-3 (File No. - ) filed by the Issuer.
We hereby confirm that we will comply with the prospectus delivery
requirements, if any, of the Securities Act of 1933, as amended, with respect to
the transfer described above and that the undersigned beneficial owner of the
Common Stock is named as a selling security holder in the Prospectus dated
, 2004 or in amendments or supplements thereto, and that the number
of shares of Common Stock to be transferred are included in the shares of Common
Stock listed in such Prospectus as amended or supplemented opposite such owner's
name.
____________________________________
Name:
Title:
Date: