Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of March 1,
2004, by and among East West Bancorp, Inc., a Delaware corporation (the “Company”),
and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).


 


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof
among the Company and the Investors (the “Purchase Agreement”).


 


The Company and the
Investors hereby agree as follows:


 


1.                                       Definitions.  Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following terms shall have the
respective meanings set forth in this Section 1:


 


“Additional Investment Rights” mean
the Additional Investment Rights issued or issuable under the Purchase
Agreement.


 


“Additional Investment Right Shares” means
the shares of Common Stock issued or issuable upon exercise of the Additional
Investment Rights.


 


“Effective Date”
means the date that the Registration Statement filed pursuant to
Section 2(a) or 2(b) is first declared effective by the Commission.


 


“Effectiveness Date”
means: (a) with respect to the Registration Statement required to be filed
pursuant to Section 2(a), the earlier of: (a)(i) the 90th day
following the Closing Date; provided, that, if the Commission reviews
and has written comments to the Registration Statement filed in accordance with
Section 2(a) that would require the filing of a pre-effective amendment
thereto with the Commission, then the Effectiveness Date under this clause
(a)(i) shall be the 120th day following the Closing Date, and (ii)
the fifth Trading Day following the date on which the Company is notified by
the Commission that such Registration Statement will not be reviewed or is no
longer subject to further review and comments, and (b) with respect to any
additional Registration Statements that may be required pursuant to
Section 2(b), the earlier of: (b)(i) the 90th day following the date on
which the Company first knows, or reasonably should have known, that such
additional Registration Statement is required under such Section); provided,
that, if the Commission reviews and has written comments to the Registration
Statement filed in accordance with Section 2(b) that would require the
filing of a pre-effective amendment thereto with the Commission, then the
Effectiveness Date under this clause (b)(i) shall be the 120th day
following the date that the Company first knows, or reasonably should have
known, that such additional Registration Statement is required under such
Section, and (ii) the fifth Trading Day following the date on which the Company
is notified by the Commission that such additional Registration Statement will
not be reviewed or is no longer subject to further review and comments.


 

















 


“Effectiveness Period”
for a Registration Statement means the period from the Effective Date of such
Registration Statement through the earliest to occur of (i) the later to occur
of (A) two years after the Effective Date and (B) such time as all of the
Registrable Securities included in such Registration Statement may be sold
pursuant to Rule 144(k), and (ii) such time as all of the Registrable
Securities included in such Registration Statement have been publicly sold by
the Holders.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Filing Date” means
(a) with respect to the Registration Statement required to be filed pursuant to
Section 2(a), the 20th day following the Closing Date, and (b)
with respect to any additional Registration Statements that may be required
pursuant to Section 2(b), the 30th day following the date on
which the Company first knows, or reasonably should have known, that such
additional Registration Statement is required under such Section plus for
each of clause (a) and (b) one additional day after the second Trading Day
after delivery of such Registration Statement to the Investor under
Section 3(a) hereof.


 


“Holder” or “Holders”
means the holder or holders, as the case may be, from time to time of
Registrable Securities.


 


“Indemnified Party”
shall have the meaning set forth in Section 5(b).


 


“Indemnifying Party”
shall have the meaning set forth in Section 5(b).


 


“Losses” shall have
the meaning set forth in Section 5(a).


 


“Proceeding” means
an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus” means
the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities”
means the Shares and Additional Investment Right Shares.


 


“Registration Statement”
means the registration statement required to be filed in accordance with
Section 2(a) and any additional registration statement(s) required to be
filed under Section 2(b), including (in each case) the Prospectus,
amendments and supplements to such registration statements or Prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference in
such registration statements.


 


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“Rule 144” means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 415” means
Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 424” means
Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Selling Holder Questionnaire” shall
have the meaning set forth in Section 2(d).


 


“Shares” means the
shares of Common Stock issued or issuable to the Investors pursuant to the
Purchase Agreement.


 


“VWAP” means the
daily volume weighted average price (as reported by Bloomberg Financial L.P.
using the “VAP” function for the date in question (it being understood that the
average of the VWAP’s for a certain number of Trading Days shall be obtained by
using the “HP” function)) of the Common Stock on the date in question, or if
there is no such price on such date, then the daily volume weighted average
price on the date nearest preceding such date.


 


2.                                       Registration.


 


(a)                                  On
or prior to the Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415.  The Registration Statement shall
be on Form S-3 (except if the Company is not then eligible to register for
resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form for such purpose) and shall
contain (except if otherwise required pursuant to written comments received
from the Commission upon a review of such Registration Statement) the “Plan of
Distribution” attached hereto as Annex A.  The Company shall use its reasonable best efforts to cause the
Registration Statement to be declared effective under the Securities Act as
soon as possible but, in any event, no later than the Effectiveness Date, and
shall use its reasonable best efforts to keep the Registration Statement
continuously effective under the Securities Act until the expiration of the
Effectiveness Period.


 


(b)                                 If
for any reason the Commission does not permit all of the Shares and Additional
Investment Right Shares to be included in the Registration Statement filed
pursuant to Section 2(a), or for any other reason any Registrable
Securities are not then included in a Registration Statement filed under this
Agreement, then the Company shall prepare and file as soon as possible after
the date on which the Commission shall indicate as being the first date or time
that such filing may be made, but in any event by the 30th day
following such date, an additional Registration Statement covering the resale
of all Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a


 


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continuous basis
pursuant to Rule 415, on Form S-3 (except if the Company is not then eligible
to register for resale the Registrable Securities on Form S-3, in which
case such registration shall be on another appropriate form for such
purpose).  Each such Registration
Statement shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” substantially in the form attached hereto
as Annex A.  The Company shall
use its reasonable best efforts to cause each such Registration Statement to be
declared effective under the Securities Act as soon as possible but, in any
event, no later than the Effectiveness Date for such Registration Statement,
and shall use its reasonable best efforts to keep such Registration Statement
continuously effective under the Securities Act during the entire Effectiveness
Period.


 


(c)                                  If:
(i) a Registration Statement is not filed on or prior to its Filing Date (if
the Company files a Registration Statement without affording the Holders the
opportunity to review and comment on the same as required by Section 3(a)
hereof, the Company shall not be deemed to have satisfied this clause (i)), or
(ii) a filed Registration Statement is not declared effective by the Commission
on or prior to its required Effectiveness Date, or (iii) after its Effective Date,
without regard for the reason thereunder or efforts therefore, such
Registration Statement ceases for any reason to be effective and available to
the Holders as to all Registrable Securities to which it is required to cover
at any time prior to the expiration of its Effectiveness Period for an
aggregate of more than an aggregate of 20 Trading Days (which need not be
consecutive) (any such failure or breach being referred to as an “Event,”
and for purposes of clauses (i) or (ii) the date on which such Event occurs, or
for purposes of clause (iii) the date which such 20 Trading Day-period is
exceeded, being referred to as “Event Date”), then, in addition to any
other rights available to the Holders under the Transaction Documents or under
applicable law, but subject to the buy-back option specified below in this
Section, at the option of each Holder, commencing on the date after the Event
Date the Company shall pay to each Holder an amount in cash, as liquidated
damages and not as a penalty, equal to .0003333 of the Investment Amount paid
by such Investor under the Purchase Agreement for each day up through the
second monthly anniversary of such Event Date and then .0006666 of the
Investment Amount paid by such Investor under the Purchase Agreement for each day
thereafter until the applicable Event is cured.  If the Company fails to pay any liquidated damages pursuant to
this Section in full within seven days after the date payable, the Company
will pay interest thereon at a rate of 12% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing
daily from the date such liquidated damages are due until such amounts, plus
all such interest thereon, are paid in full. 
If there shall occur an Event by reason of Section 2(c)(ii) or
2(c)(iii) above and a Holder shall in a written notice to the Company demand
payment of the liquidated damages resulting therefrom, then, in lieu of paying
such liquidated damages under this Section, the Company shall have the option to
require the demanding Holder to sell to the Company all, but not less than all
of the Shares and Additional Investment Rights then held by such Holder at a
price equal to (1) with respect to the Shares, the product of the number of
Shares at issue multiplied by the VWAP for the 15 Trading Days immediately
preceding the Scheduled Buy-Back Date (as defined below), and (2) with respect
to the Additional Investment Rights at issue, the Black Scholes value of such
Additional Investment Rights (in accordance with variable values agreed to by
the Holder and the Company).  The
Company may exercise the buy back option set forth in the immediately preceding
sentence by delivery of an irrevocable notice to the demanding Holder not more
than two Trading Days following the delivery of such Holder’s liquidated damage
notice.  The aggregate buy-back price


 


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for such Shares
and Additional Investment Rights must be paid on the 20th Trading
Day following delivery of the notice (the “Scheduled Buy-Back Date”), or at the
option of the Holder the notice shall be null and void, the liquidated damages
will be reinstated with accrued interest and the Company shall forfeit its
right to deliver future such notices. 
Notwithstanding anything to the contrary set forth herein, the Holder
shall have the right at any time prior to the Scheduled Buy-Back Date to
rescind the demand for payment of the liquidated damages under
Section 2(c)(ii) giving rise to the buy-back notice of the Company, in
which case the liquidated damages under Section 2(c)(ii) will be deemed
waived and the Company will not have the right to deliver a buy-back notice or,
if previously delivered, such notice will be void ab initio.


 


(d)                                 Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder Questionnaire”).  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall
not be required to pay any liquidated or other damages under Section 2(c)
hereof to such Holder who fails to furnish to the Company a fully completed
Selling Holder Questionnaire at least one Trading Day prior to the Filing Date
(subject to the requirements set forth in Section 3(a)).


 


3.                                       Registration
Procedures


 


In connection with the
Company’s registration obligations hereunder, the Company shall:


 


(a)                                  Not
less than four Trading Days prior to the filing of a Registration Statement or
any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to the Holders copies of the “Selling Stockholders”
section of such document, the “Plan of Distribution” and any risk factor
contained in such document that addresses specifically this transaction or the
Selling Stockholders, as proposed to be filed which documents will be subject
to the review of such Holders.  Except
as provided under Section 2(d), the Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto that
does not contain the disclosure listing such Holder as a “Selling Stockholder”
as provided to the Company by such Holder in accordance with Section 2(d).


 


(b)                                 (i)  Prepare and file with the Commission such
amendments, including post-effective amendments, to each Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep
such Registration Statement continuously effective as to the applicable
Registrable Securities for its Effectiveness Period and prepare and file with
the Commission such additional Registration Statements in order to register for
resale under the Securities Act all of the Registrable Securities; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to each Registration Statement or any amendment
thereto and, as promptly as reasonably possible provide the Holders true and
complete copies of all correspondence from and to the Commission relating to
such Registration Statement that would not result in the disclosure to the
Holders of material and non-public information concerning the Company; and (iv)
comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the Registration


 


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Statements and the
disposition of all Registrable Securities covered by each Registration
Statement.


 


(c)                                  Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing) and (if requested
by any such Person) confirm such notice in writing no later than one Trading
Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement (the Company shall provide true and complete
copies thereof and all written responses thereto to each of the Holders that
pertain to the Holders as a Selling Stockholder or to the Plan of Distribution,
but not information which the Company believes would constitute material and
non-public information); and (C) with respect to each Registration Statement or
any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that
purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event or passage of time that makes the financial statements included in a
Registration Statement ineligible for inclusion therein or any statement made
in such Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to such Registration Statement, Prospectus or
other documents so that, in the case of such Registration Statement or the
Prospectus, as the case may be, it will not contain any 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
under which they were made, not misleading.


 


(d)                                 Use
its reasonable best efforts (which shall not require the filing of any court
action) to avoid the issuance of, or, if issued, obtain the withdrawal of (i)
any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest
practicable moment.


 


(e)                                  Furnish
to each Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto and all exhibits to the
extent requested by such Person (including those previously furnished) promptly
after the filing of such documents with the Commission.


 


(f)                                    Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as
such Persons may reasonably request. 
The Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling


 


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Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.


 


(g)                                 Prior
to any public offering of Registrable Securities, use its best efforts to
register or qualify or cooperate with the selling Holders in connection with
the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the securities
or Blue Sky laws of all jurisdictions within the United States, to keep each
such registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statements; provided, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or subject the Company to any
material tax in any such jurisdiction where it is not then so subject.


 


(h)                                 Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statements, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and
registered in such names as any such Holders may request.


 


(i)                                     Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly
as reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus
will 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,
in light of the circumstances under which they were made, not misleading.


 


4.                                       Registration
Expenses.  All fees and expenses
incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to a Registration Statement. 
The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to
be made with any Trading Market on which the Common Stock is then listed for trading,
and (B) in compliance with applicable state securities or Blue Sky laws), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is reasonably requested by the holders of a majority
of the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement.  In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit


 


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and the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder.


 


5.                                       Indemnification.


 


(a)                                  Indemnification
by the Company.  The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, investment advisors, partners,
members and employees of each of them, each Person who controls any such Holder
(within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, agents and employees of each
such controlling Person, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form
of Prospectus or in any amendment or supplement thereto (it being understood
that the Holder has approved Annex A hereto for this purpose) or (2) in the
case of an occurrence of an event of the type specified in
Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have
been corrected.  The Company shall
notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.


 


(b)                                 Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person
from whom indemnity is sought (the “Indemnifying Party”) in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to the Indemnified Party and the payment of
all fees and expenses incurred in connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have proximately and
materially adversely prejudiced the Indemnifying Party.


 


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An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of
any such Proceeding effected without its written consent, which consent shall
not be unreasonably withheld.  No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.


 


All fees and expenses of
the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).


 


(c)                                  Contribution.  If a claim for indemnification under
Section 5(a) is unavailable to an Indemnified Party (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable
considerations.  The relative fault of
such Indemnifying Party and Indemnified Party shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission.  The
amount paid or payable by a party as a result of any Losses shall be deemed to
include any reasonable attorneys’ or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its
terms.


 


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The parties hereto agree
that it would not be just and equitable if contribution pursuant to this
Section 5(c) 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 immediately preceding paragraph.  Notwithstanding the provisions of this Section 5(c), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and
contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


 


6.                                       Miscellaneous


 


(a)                                  Remedies.  In the event of a breach by the Company or
by a Holder, of any of their obligations under this Agreement, each Holder or
the Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this
Agreement.  The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy
at law would be adequate.


 


(b)                                 No
Piggyback on Registrations.  Except
as and to the extent specified in Schedule 3.1(v) of the Purchase
Agreement, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company
in a Registration Statement other than the Registrable Securities, and the
Company shall not after the date hereof enter into any agreement providing any
such right to any of its security holders.


 


(c)                                  Compliance.  Each Holder covenants and agrees that it
will comply with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.


 


(d)                                 Discontinued
Disposition.  Each Holder agrees by
its acquisition of such Registrable Securities that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in
Section 3(c), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder’s
receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement or until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and,
in either case, has received copies of any additional or supplemental filings
that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement. 
The Company may provide appropriate stop orders to enforce the
provisions of this paragraph.


 


10

















 


(e)                                  Piggy-Back
Registrations.  If at any time
during the Effectiveness Period  there
is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of
such determination and, if within fifteen days after receipt of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.


 


(f)                                    Amendments
and Waivers. No provision of this Agreement may be waived or amended except
in a written instrument signed by the Company and the Investors holding a
majority of the Registrable Securities. 
No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


(g)                                 Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Section prior to 6:30
p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Agreement later than 6:30 p.m.
(New York City time) on any date and earlier than 11:59 p.m. (New York City
time) on such date, (iii) the Trading Day following the date of mailing, if
sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.  The address for such notices and
communications shall be as follows:


 


	
  If to the
  Company:

  	
   

  	
  EAST WEST
  BANCORP, INC.

  
	
   

  	
   

  	
  415 Huntington
  Drive

  
	
   

  	
   

  	
  San Marino,
  California 91108

  
	
   

  	
   

  	
  Attn: Chief
  Financial Officer

  
	
   

  	
   

  	
  Facsimile No.:
  (626) 799-2799

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Manatt Phelps
  & Phillips LLP

  
	
   

  	
   

  	
  11355 W. Olympic
  Boulevard

  
	
   

  	
   

  	
  Los Angeles,
  California 90064

  
	
   

  	
   

  	
  Attn.:  Gordon M. Bava

  
	
   

  	
   

  	
  Facsimile No.:
  (310) 312-4224

  



 


11

















 


	
  If to a
  Investor:

  	
   

  	
  To the address
  set forth under such Investor’s name on the signature pages hereto.

  
	
   

  
	
  If to any other
  Person who is then the registered Holder:

  
	
   

  
	
   

  	
   

  	
  To the address
  of such Holder as it appears in the stock transfer books of the Company

  
					



 


or such other address as
may be designated in writing hereafter, in the same manner, by such Person.


 


(h)                                 Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each
Holder.  The Company may not assign its
rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign its
respective rights hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.


 


(i)                                     Execution
and Counterparts.  This Agreement
may be executed in any number of 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. 
In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force
and effect as if such facsimile signature were the original thereof.


 


(j)                                     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 Delaware, without regard to the principles of conflicts of law
thereof.  Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective Affiliates, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of Wilmington,
(the “Delaware
Courts”).  Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts
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 Proceeding, any claim that it is not
personally subject to the jurisdiction of any Delaware Court, or that such
Proceeding has been commenced in an improper or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
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 manner
permitted by law.  Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any Proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.  If either party shall commence a Proceeding
to enforce any provisions of this Agreement, then the prevailing party in such
Proceeding shall be


 


12

















 


reimbursed by the
other party for its attorney’s fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such Proceeding.


 


(k)                                  Cumulative
Remedies.  The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.


 


(l)                                     Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(m)                               Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(n)                                 Independent
Nature of Investors’ Obligations and Rights.  The obligations of each Investor hereunder is several and not
joint with the obligations of any other Investor hereunder, and no Investor
shall be responsible in any way for the performance of the obligations of any
other Investor hereunder.  The decision
of each Investor to purchase Securities pursuant to the Transaction Documents
has been made independently of any other Investor.  Nothing contained herein or in any other agreement or document
delivered at any closing, and no action taken by any Investor pursuant hereto
or thereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert with respect to
such obligations or the transactions contemplated by this Agreement.  Each Investor acknowledges that no other
Investor has acted as agent for such Investor in connection with making its
investment hereunder and that no Investor will be acting as agent of such Investor
in connection with monitoring its investment in the Securities or enforcing its
rights under the Transaction Documents. 
Each Investor shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Investor to be joined as an additional
party in any Proceeding for such purpose.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK

SIGNATURE PAGES TO FOLLOW]


 


13

















 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


 


 


	
   

  	
  EAST
  WEST BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas P. Krause

  	
   

  
	
   

  	
  Name: Douglas P. Krause

  
	
   

  	
  Title: 
  Executive Vice President/General Counsel

  



 


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF INVESTOR TO FOLLOW]


 


14

















 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


 


	
   

  	
  MAINFIELD ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Avi Vigder

  	
   

  
	
   

  	
  Name: Avi Vigder

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
   

  
	
   

  	
  c/o Sage Capital Growth Inc.

  
	
   

  	
  660 Madison Avenue, 18th Floor

  
	
   

  	
  New York, New York 10021

  



 


15

















 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


 


	
   

  	
  MAINFIELD ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frans Theodore

  	
   

  
	
   

  	
  Name: Frans Theodore

  
	
   

  	
  Title: February 29, 2004

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
   

  
	
   

  	
  c/o Sage Capital Growth Inc.

  
	
   

  	
  660 Madison Avenue, 18th Floor

  
	
   

  	
  New York, New York 10021

  



 


16

















 


Annex A


 


Plan of Distribution


 


The Selling Stockholders
and any of their pledgees, donees, assignees and successors-in-interest may,
from time to time, sell any or all of their shares of Common Stock on any stock
exchange, market or trading facility on which the shares are traded or in
private transactions.  These sales may
be at fixed or negotiated prices.  The
Selling Stockholders may use any one or more of the following methods when
selling shares:


 


•                  ordinary
brokerage transactions and transactions in which the broker-dealer solicits
purchasers;


 


•                  block trades in
which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction;


 


•                  purchases by a
broker-dealer as principal and resale by the broker-dealer for its account;


 


•                  an exchange
distribution in accordance with the rules of the applicable exchange;


 


•                  privately
negotiated transactions;


 


•                  to cover short
sales made after the date that this Registration Statement is declared
effective by the Securities and Exchange Commission;


 


•                  broker-dealers
may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share;


 


•                  a combination of
any such methods of sale; and


 


•                  any other method
permitted pursuant to applicable law.


 


The Selling Stockholders
may also sell shares under Rule 144 under the Securities Act, if available,
rather than under this prospectus.


 


Broker-dealers engaged by
the Selling Stockholders may arrange for other brokers-dealers to participate
in sales.  Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated.  The Selling
Stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.


 


The Selling Stockholders
may from time to time pledge or grant a security interest in some or all of the
Shares owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell shares of
Common Stock from time to time under this prospectus, or under an amendment to
this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act of 1933 amending the list of selling


 


17

















 


stockholders to
include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.


 


Upon the Company being
notified in writing by a Selling Stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of Common Stock through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing (i) the name of each such Selling Stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such the shares of Common Stock were sold, (iv)the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this prospectus,
and (vi) other facts material to the transaction.  In addition, upon the Company being notified in writing by a
Selling Stockholder that a donee or pledgee intends to sell more than 500
shares of Common Stock, a supplement to this prospectus will be filed if then
required in accordance with applicable securities law.


 


The Selling Stockholders
also may transfer the shares of Common Stock in other circumstances, in which
case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the shares may be
deemed to be “underwriters” within the meaning of the Securities Act in
connection with such sales.  In such event,
any commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Discounts, concessions, commissions and similar selling expenses,
if any, that can be attributed to the sale of Securities will be paid by the
Selling Stockholder and/or the purchasers.


 


The Company has advised
each Selling Stockholder that it may not use shares registered on this
Registration Statement to cover short sales of Common Stock made prior to the
date on which this Registration Statement shall have been declared effective by
the Commission.  The Selling
Stockholders will be responsible to comply with the applicable provisions of
Regulation M, as applicable to such Selling Stockholders in connection with
resales of their respective shares under this Registration Statement.


 


The Company is required
to pay all fees and expenses incident to the registration of the shares, but
the Company will not receive any proceeds from the sale of the Common
Stock.  The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.  If the Selling Stockholders use this prospectus
for any sale of the Common Stock, they will be subject to the prospectus
delivery requirements of the Securities Act.


 


18

















 


Annex B


 


EAST WEST BANCORP, INC.


 


Selling Securityholder Questionnaire


 


The
undersigned beneficial owner of Common Stock of East West Bancorp, Inc. (the “Company”)
(the “Registrable
Securities”) understands that the Company has filed or intends to
file with the Securities and Exchange Commission a registration statement (the “Registration
Statement”) for the registration and resale under the Securities Act
of 1933, as amended (the “Securities Act”), of the Registrable
Securities.  This Questionnaire is
delivered pursuant to the terms of the Registration Rights Agreement, dated as of
March 1, 2004 (the “Registration Rights Agreement”), among the
Company and the Investors named therein. 
A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below.  All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal
consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding
the consequences of being named or not being named as a selling securityholder
in the Registration Statement and the related prospectus.


 


The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby elects to include the Registrable Securities owned by it and
listed below in Item 3 (unless otherwise specified under such Item 3) in the
Registration Statement.


 


The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:


 


1.                                      Name.


 


(a)                                  Full
Legal Name of Selling Securityholder


 


 


(b)                                 Full
Legal Name of Registered Holder (if not the same as (a) above) through which
Registrable Securities Listed in Item 3 below are held:


 


 


(c)                                  Full
Legal Name of Natural Control Person (which means a natural person who directly
or indirectly has power to vote or dispose of the securities covered by this Questionnaire):


 


19

















 


2. 
Address for Notices to Selling Securityholder:


 


 


 


Telephone:


Fax:


Contact Person:


 


3. 
Beneficial Ownership of Registrable Securities:


 


(a)                                  Type
and Principal Amount of Registrable Securities beneficially owned:


 


 


4. 
Broker-Dealer Status:


 


(a)                                  Are
you a broker-dealer?


 


Yes   o       No   o


 


Note:                   If
yes, the Commission’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.


 


(b)                                 Are
you an affiliate of a broker-dealer?


 


Yes   o       No   o


 


(c)                                  If
you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of
the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the
Registrable Securities?


 


Yes   o       No   o


 


Note:                   If
no, the Commission’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.


 


20

















 


5. 
Beneficial Ownership of Other Securities of the Company Owned by the
Selling Securityholder.


 


Except as set forth below in this Item 5, the undersigned is not the
beneficial or registered owner of any securities of the Company other than the
Registrable Securities listed above in Item 3.


 


(a)                                  Type
and Amount of Other Securities beneficially owned by the Selling
Securityholder:


 


 


6. 
Relationships with the Company:


 


Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (owners of 5% of
more of the equity securities of the undersigned) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.


 


State any
exceptions here:


 


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein (other than changes in beneficial
ownership of Common Stock after the effectiveness of the Registration
Statement) that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.


 


By signing
below, the undersigned consents to the disclosure of the information contained
herein in its answers hereto and the inclusion of such information in the
Registration Statement and the related prospectus.  The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the
Registration Statement and the related prospectus.


 


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.


 


 


	
  Dated:

  	
   

  	
   

  	
  Beneficial Owner:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
							



 


21

















 


PLEASE FAX THE COMPLETED AND EXECUTED
QUESTIONNAIRE TO


 


EAST WEST BANCORP, INC.


415 Huntington Drive


San Marino, California 91108


Attn: Chief Financial Officer


Facsimile No.: (626) 799-2799


 


22