exv4w1







Exhibit 4.1




Hanmi Financial Corporation




Warrant for the Purchase of Shares of Common Stock,

par value $0.001 per Share



					
	 	 	 	 	 
	No. W-1

Issuance Date:
	 	October 14, 2010
	 	2,000,000 Shares






     THIS CERTIFIES that, for value received, Cappello Capital Corp., whose address is 100 Wilshire
Boulevard, Suite 1200, Santa Monica, CA 90401, or its registered permitted assigns (the
“Holder”), is entitled to subscribe for and purchase from Hanmi Financial Corporation, a
Delaware corporation (the “Company”), upon the terms and conditions set forth herein,
2,000,000 shares of the Company’s Common Stock, par value $0.001 per share (“Common
Stock”), at a price of $1.20 per share, subject to adjustment as provided herein (the
“Exercise Price”). As used herein, the term “this Warrant” shall mean and include
this Warrant, and any and all Warrants or other securities hereinafter issued as a consequence of
the exercise or transfer of this Warrant in whole or in part, or adjustments as provided herein.
As used herein, the term “Holder” shall mean the original Holder and any and all holder(s)
of this Warrant or a portion thereof, and any and all holder(s) of any Warrant Shares, in all
cases, pursuant to the exercise of this Warrant or a portion thereof or a transfer of this Warrant
or the Warrant Shares as permitted by this Warrant.



     The number of shares of Common Stock issuable upon exercise of this Warrant (the “Warrant
Shares”) and the Exercise Price may be adjusted from time to time as hereinafter set forth.



     1. Exercise Price and Exercise Period. This Warrant may be exercised at any time or
from time to time during the period commencing on the Issuance Date and ending at 5:00 P.M. Pacific
time on the date that is the fifth anniversary of the Issuance Date (the “Expiration Date”
and the period from the Issuance Date to the Expiration Date, the “Exercise Period”).



     2. Procedure for Exercise; Effect of Exercise.



          (a) Cash Exercise. This Warrant may be exercised, in whole or in part, by the Holder
during normal business hours on any business day during the Exercise Period by (i) the delivery to
the Company at its corporate offices in Los Angeles, California, of a duly executed Notice of
Exercise (in the form attached to this Agreement) specifying the number of Warrant Shares to be
purchased in increments of 5,000 Warrant Shares, (ii) delivery of payment to the Company of the
Exercise Price for the number of Warrant Shares specified in the Notice of Exercise by cash, wire
transfer of immediately available funds to a bank account specified by the Company, or by certified
or bank cashier’s check (the “Aggregate Exercise Price”), and (iii) the surrender of this
Warrant to the Company (or an indemnification undertaking with respect to this Warrant in the case
of its loss, theft or destruction), at its corporate offices in Los Angeles, California.





 









 








          (b) Cashless Exercise. This Warrant may also be exercised by the Holder through a
cashless exercise, as described in this Section 2(b). This Warrant may be exercised, in whole or
in part, by (i) the delivery to the Company, at its corporate offices in Los Angeles,
of a duly executed Notice of Exercise (in the form attached to this Agreement) specifying the
number of Warrant Shares to be applied to such exercise in increments of 5,000 Warrant Shares, and
(ii) the surrender of this Warrant to the Company (or an indemnification undertaking with respect
to this Warrant in the case of its loss, theft or destruction) at its corporate offices in Los
Angeles. The number of shares of Common Stock to be issued upon exercise of this Warrant pursuant
to this Section 2(b) shall equal the value of this Warrant (or the portion thereof being canceled)
computed as of the date of receipt of this Warrant by the Company using the following formula:




	 	 	 

	X =

	 	Y(A-B)

 

A






     Where:




	 	X 	= 	the number of shares of Common Stock to be issued to Holder under this
Section 2(b);
	 
	 	Y 	= 	the number of Warrant Shares identified in the Notice of Exercise as being
applied to the subject exercise;
	 
	 	A 	= 	the Current Market Price on the date of receipt of this Warrant by the
Company; and
	 
	 	B 	= 	the Exercise Price on such date




For purposes of this Section 2(b), Current Market Price shall have the definition provided in
Section 5(i).




          (c) Effect of Exercise. Upon receipt by the Company of a Notice of Exercise, and
proper payment of the Exercise Price, as provided in this Section 2, the Company agrees that such
Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant
Shares as of the close of business on the date of receipt by the Company of the Notice of Exercise;
provided payment has been made for such Warrant Shares in accordance with this Agreement, and the
Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that
certificates representing such Warrant Shares shall not then be actually delivered to the Holder.
After the Company shall have received a Notice of Exercise, the Aggregate Exercise Price (or notice
of a cashless exercise) and this Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction) (the “Exercise Delivery Documents”),
the Company shall (X) within seven business days, issue and deliver to the address as specified in
the Notice of Exercise, a certificate, registered in the name of the Holder or its permitted
designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise, or (Y) provided that the Company’s transfer agent (the “Transfer Agent”) is
participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program, upon the






 









 







request of the Holder, within one business day, credit such aggregate number of
shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or
its permitted designee’s balance account with DTC through its Deposit Withdrawal Agent Commission
system. If this Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation (or an indemnification undertaking with respect to
this Warrant in the case of its loss, theft or destruction) to the Company at its corporate
offices in Los Angeles, execute and deliver a new Warrant evidencing the right of the Holder to
purchase the balance of the Warrant Shares subject to purchase hereunder within ten business days
of receipt of this Warrant.




     3. Warrant Register; Transfer of Warrants.



          (a) Any Warrants issued upon the transfer or exercise in part of this Warrant shall be
numbered and shall be registered in a Warrant Register as they are issued. The Company shall be
entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary.




          (b) Subject to compliance with applicable state and federal securities laws, and
notwithstanding the registration of this Warrant under the Securities Act pursuant to Section 8,
this Warrant and the rights hereunder shall not be transferable except to a Cappello Party (defined
below) in accordance with the provisions of this Section 3(b); provided, however, it is agreed and
acknowledged by the Company that upon registration of the Warrant Shares in accordance with Section
7 below, the Warrant Shares shall be freely transferable. Subject to the foregoing, this Warrant
and the rights hereunder may be transferred, in whole or in part, in increments of 5,000 Warrant
Shares, upon surrender of this Warrant at the principal office of the Company, together with a
written assignment of this Warrant (in the form attached to this Agreement) duly executed by the
Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such assignment form, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. This Warrant, if properly assigned, may be exercised by a new Holder for the
purchase of Warrant Shares without having a new warrant issued. For purposes hereof, “Cappello
Party” shall mean (i) any partner, member, stockholder or owner of Cappello Capital Corp. or
Cappello Group, Inc., (ii) any employee of Cappello Capital Corp. or Cappello Group, Inc., or (iii)
a pension or profit-sharing fund established and maintained for employees of Cappello Capital Corp.
or Cappello Group, Inc.




     4. Reservation of Shares; Preservation of Rights.



          (a) The Company shall at all times during the Exercise Period reserve and keep available out
of its authorized and unissued Common Stock, solely for the purpose of




 









 







providing for the exercise
of the rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of
shares of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants
that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company
of the full Exercise Price therefor shall be validly issued, fully paid, non-assessable, and free
of preemptive rights.




     5. Exercise Price Adjustments.



          (a) In the event that the Company shall (i) pay a dividend or make a distribution, in shares
of Common Stock, on any class of capital stock of the Company or any subsidiary which is not
directly or indirectly wholly owned by the Company, (ii) split or subdivide its outstanding Common
Stock into a greater number of shares, or (iii) combine its outstanding Common Stock into a smaller
number of shares, then in each such case the Exercise Price in effect immediately prior thereto
shall be adjusted so that the Holder of this Warrant shall be entitled to receive the number of
shares of Common Stock that such Holder would have owned or would have been entitled to receive
after the occurrence of any of the events described above had this Warrant been exercised
immediately prior to the occurrence of such event. An adjustment made pursuant to this Section
5(a) shall become effective immediately after the close of business on the dividend or distribution
date in the case of a dividend or distribution and shall become effective immediately after the
close of business on the effective date in the case of such subdivision, split or combination, as
the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to
have been issued immediately prior to the close of business on the payment date for such dividend
for purposes of calculating the number of outstanding shares of Common Stock under clauses (b) and
(c) below.




          (b) No adjustment in the Exercise Price shall be required unless the adjustment would require
an increase or decrease of at least 5% in the Exercise Price then in effect; provided, however,
that any adjustments that by reason of this Section 5(b) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All calculations under this
Section 5 shall be made to the nearest cent or nearest 1/100th of a share.




          (c) In the event that, at any time as a result of an adjustment made pursuant to Section 5(a)
above, the Holder of this Warrant shall become entitled to receive any shares of the Company other
than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise
of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock contained in this
Section 5.




          (d) In case of any reclassification of the Common Stock (other than in a transaction to which
Section 5(a) applies), any consolidation of the Company with, or merger of the Company into, any
other entity, any merger of another entity into the Company (other than a merger that does not
result in any reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the
Company, any tender offer or any share exchange, pursuant




 









 







to which the Common Stock is converted
into other securities, cash or other property, then lawful provision shall be made as part of the
terms of such transaction whereby the Holder shall have the right, during the Exercise Period, at
the Holder’s option, (i) to exercise this Warrant for the kind and amount of securities, cash and
other property receivable upon the reclassification, consolidation, merger, sale, transfer, tender
offer or share exchange by a holder of the number of shares of Common Stock of the Company into
which this Warrant might have been exercisable immediately prior to the reclassification,
consolidation, merger, sale, transfer, tender offer or share exchange, assuming that such holder of
Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon consummation of such transaction, or (ii) if the Company is
acquired in an all cash transaction, to receive cash equal to the value of the Warrant Shares
issuable upon a cashless exercise of this
Warrant immediately prior to the closing of such transaction. The provisions of this Section
5(d) shall similarly apply to successive reclassifications, consolidations, mergers, sales,
transfers, tender offers or share exchanges.




          (e) If the Company shall take any action set forth in Section 5(a) or 5(d), then the Company
shall cause to be filed with the transfer agent for this Warrant and shall cause to be mailed to
the Holder at such Holder’s address as shown on the books of the transfer agent for this Warrant,
as promptly as possible, but at least 20 days prior to the applicable date hereinafter specified, a
notice stating the date on which such dividend payment, other distribution, adjustment,
reclassification, change, consolidation, merger, tender offer, statutory share exchange, sale,
transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the
date as of which it is expected that holders of Common Stock of record shall be entitled to receive
the dividend payment or other distribution, or exchange their shares of Common Stock for
securities, cash or other property deliverable upon such adjustment, reclassification, change,
consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or
winding up. Failure to give such notice or any defect therein shall not affect the legality or
validity of the proceedings described in this Section 5(e).




          (f) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly
file with the transfer agent for this Warrant a certificate of an officer of the Company setting
forth the Exercise Price after the adjustment and setting forth a brief statement of the facts
requiring such adjustment and a computation thereof. The Company shall within 30 days of an
adjustment to the Exercise Price cause a notice of the adjusted Exercise Price to be mailed to the
Holder. Failure to give such notice or any defect therein shall not affect the legality or validity
of the proceedings described in this Section 5(f).




          (g) In case the Company shall take any action affecting the Common Stock, other than actions
described in this Section 5, which in the opinion of the Board of Directors would materially
adversely affect the exercise right of the Holder, the Exercise Price may be adjusted, to the
extent permitted by law, in such manner, if any, and at such time, as the Board of Directors may
determine to be equitable in the circumstances; provided, however, that in no event shall the Board
of Directors be required to take any such action; and, provided further, that no adjustment shall
be made to the Exercise Price pursuant to this Section 5(g) or otherwise upon (i) the issuance of
shares of Common Stock pursuant to any compensation or incentive




 









 







plan for officers, directors,
employees or consultants of the Company, which plan has been approved by the Compensation Committee
of the Board of Directors (or, if there is no such committee then serving, by the Board of
Directors and, if required by law, the stockholders of the Company), or (ii) the issuance of Common
Stock upon the conversion or exercise of options, warrants or rights of the Company outstanding on
the Issuance Date (unless the conversion or exercise price thereof is changed after the Issuance
Date other than solely by operation of the anti-dilution provisions thereof).




          (h) For the purpose of any computation under Section 2(b) or this Section 5, the “Current
Market Price” per share of Common Stock on any day shall mean: (i) if the principal trading
market for such securities is a national or regional securities exchange, the closing price on such
exchange on such day; or (ii) if sales prices for shares of Common Stock are reported by the NASDAQ
National Market System or NASDAQ Small Cap Market (or a similar system then in use), the last
reported sales price (regular way) so reported on such day;
or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for shares of
Common Stock are reported in the over-the-counter market by NASDAQ (or, if not so reported, by the
National Quotation Bureau), the average of the high bid and low ask prices so reported on such day.
Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or
bid and ask prices, as the case may be, for the day in question, then the Current Market Price
shall be determined as of the latest date prior to such day for which such closing price, last
reported sales price, or bid and ask prices, as the case may be, are available, unless such
securities have not been traded on an exchange or in the over-the-counter market for 30 or more
days immediately prior to the day in question, in which case the Current Market Price shall be
determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the
Company.




          (i) Upon each adjustment of the Exercise Price, this Warrant shall thereafter evidence the
right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest
thousandth) obtained by dividing (i) the product obtained by multiplying the number of shares
purchasable upon exercise of this Warrant prior to adjustment of the number of shares by the
Exercise Price in effect prior to adjustment of the Exercise Price, by (ii) the Exercise Price in
effect after such adjustment of the Exercise Price.




          (j) The Company shall not be required to issue fractions of shares of Common Stock or other
capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would
be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall
purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price
of such share of Common Stock on the date of exercise of this Warrant.




     6. Beneficial Ownership. The Company shall not effect the exercise of this Warrant,
and no person who is a Holder shall have the right to exercise this Warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates) would
beneficially own in excess of 9.9% (4.9% if such person is a bank
holding company) of the shares of the Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of



 









 







Common Stock beneficially owned by such
person and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant and issuable upon exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any debentures, convertible notes or convertible preferred stock or
warrants).. For purposes of this Warrant, in determining the number of outstanding shares of
Common Stock, a holder may rely on the number of outstanding shares of Common Stock as reflected in
(1) the Company’s most recent Form 10-Q, Form 10-K or other public filing with the Securities and
Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or
(3) any other notice by the Company or its Transfer Agent setting forth the number of shares of
Common Stock outstanding. For any reason at any time, upon the written request of the Holder, the
Company shall within a reasonable period confirm to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company by the
Holder and its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. In effecting the exercise of this Warrant, the Company
shall be entitled to rely on a representation by the Holder as to the number of shares that it
beneficially owns for purposes of the above 9.9% (or 4.9% if such person is a bank holding company)
limitation calculation.



     7. Registration of Warrant and Warrant Shares.



          (a) Shelf Take-Down. On the Issuance Date, the Company shall file a prospectus supplement
(the “Prospectus Supplement”) to the Company’s Registration Statement on Form S-3 (File No.
333-163206), which became effective as of November 30, 2009 (the “Registration Statement”),
to register the sale and issuance by the Company of this Warrant and the Warrant Shares. The term
“Registration Statement” as used in this Warrant means the aforementioned registration
statement, as amended at the time of such registration statement’s effectiveness for purposes of
Section 11 of the Securities Act (the “Effective Time”), including (i) all documents filed
as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any
information in the corresponding base prospectus filed with the Securities and Exchange Commission
(the “SEC”) pursuant to Rule 424(b) under the Securities Act, to the extent such
information is deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be a part
thereof at the Effective Time. For purposes of this Warrant, all references to the Registration
Statement, the base prospectus, Prospectus Supplement or any amendment or supplement to any of the
foregoing shall be deemed to include the copy filed with the SEC pursuant to its Interactive Data
Electronic Applications System.




          (b) Fees and Expenses. The Company shall pay all expenses associated with the registration of
this Warrant and the Warrant Shares, other than the fees and expenses of the Holder’s counsel.




          (c) Representations and Warranties.




               (i) Company Representations and Warranties.



 









 





                    a. As of the date hereof, there are no stop orders preventing or suspending use of the
Registration Statement or the effectiveness of the Registration Statement, and no proceedings for
such purpose pursuant to Section 8A of the Securities Act against the Company have been instituted
or are pending or, to the Company’s knowledge, are contemplated or threatened by the SEC.



                    b. The Registration Statement complied at the Effective Time and complies as of the Issuance
Date, in all material respects, with the requirements of the Securities Act and the rules and
regulations thereunder. The Registration Statement did not, as of the Effective Time, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading. The Prospectus Supplement as
of the Issuance Date complies, in all material respects, with the requirements of the Securities
Act and the rules and regulations thereunder, and does not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, provided, that the Company makes no representation
or warranty in this paragraph with respect to statements in or omissions from the Prospectus
Supplement in reliance upon, and in conformity with, written information furnished to the Company
by the
Holder specifically for inclusion therein, which information the parties hereto agree is
limited to the section entitled “Plan of Distribution” in the Prospectus Supplement.



                    c. Each of the documents incorporated or deemed to be incorporated by reference in the
Registration Statement, at the time such document was filed with the SEC or at the time such
document became effective, as applicable, complied, in all material respects, with the requirements
of the Exchange Act, were filed on a timely basis with the SEC and did not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading



               (ii) Holder Representations and Warranties. The information furnished to the Company by the
Holder specifically for inclusion in the section entitled “Plan of Distribution” in the Prospectus
Supplement as of the Issuance Date complies, in all material respects, with the requirements of the
Securities Act and the rules and regulations thereunder, and does not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.



          (d) Indemnification.




               (i) The Company hereby agrees to indemnify and hold harmless the Holder and the Holder’s
officers, directors, partners, members, legal counsel and accountants, and each person who controls
the Holder within the meaning of the Securities Act, from and against, and agrees to reimburse the
Holder, its officers, directors, partners, members, legal counsel, accountants and controlling
persons, any and all claims, actions (actual or threatened), demands, losses, damages, liabilities,
costs and expenses to which the Holder, its officers, directors, partners, members, legal counsel,
accountants or controlling persons may become



 









 







subject under the Securities Act or otherwise,
insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out
of or are based upon (A) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any prospectus related thereto, or any amendment or
supplement thereto, (B) the omission or alleged omission to state therein a material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading or (C) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any federal or state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any federal or state securities law in connection with the
issuance of this Warrant, including the underlying Warrant Shares; provided, however, that the
Company will not be liable to any such person to the extent that any such claim, action, demand,
loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue
statement or omission or alleged omission of material fact so made in strict conformity with
written information furnished by the Holder specifically for use in the preparation thereof; and
provided, further, that the Company shall not be liable to any such person to the extent that such
untrue statement or omission of material fact is subsequently corrected by an amendment or
supplement to the Registration Statement (or an amended prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act) and such amendment or supplement (or amended
prospectus) is timely delivered to the Holder.



               (ii) The Holder hereby agrees (severally and not jointly to the extent there are multiple
Holders) to indemnify and hold harmless the Company, its officers, directors,
legal counsel and accountants and each person who controls the Company within the meaning of
the Securities Act, from and against, and agrees to reimburse the Company, its officers, directors,
legal counsel, accountants and controlling persons with respect to, any and all claims, actions
(actual or threatened), demands, losses, damages, liabilities, costs or expenses to which the
Company, its officers, directors, legal counsel, accountants or such controlling persons may become
subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses,
damages, liabilities, costs or expenses arise out of or are based upon (A) any untrue statement or
alleged untrue statement of any material fact contained in the Registration Statement, any
prospectus related thereto or any amendment or supplement thereto, (B) the omission or the alleged
omission to state therein a material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or (C) any violation or alleged violation by
the Holder of the Securities Act, the Exchange Act, any federal or state securities law or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any federal or state
securities law in connection with the issuance of this Warrant, including the underlying Warrant
Shares, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was so made in reliance upon and in strict
conformity with written information furnished by such Holder specifically for use in the
preparation thereof; provided, however, that the indemnity obligation contained in this Section
7(d)(ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder, which consent shall not
be unreasonably conditioned, withheld or delayed; provided, further, that the total amounts payable
in indemnity by the Holder under this Section 7(d)(ii) shall not exceed an amount equal to the per
share sale price



 









 







(less any underwriting discount and commissions) multiplied by the number of
Warrant Shares sold by such Holder; provided, further, however, this limitation shall not apply for
any claim, action, demand, loss, damage liability cost or expense that arise out of or are based on
any action of or failure to act by the Holder to the extent such claim, action, demand, loss,
damage liability cost or expense is determined, by a final, non-appealable judgment by a court, to
have resulted from the Holder’s bad faith, fraudulent act or intentional misconduct.



               (iii) The obligations of the Company and the Holder under this Section 7(d) shall survive
until the earlier of the one year anniversary of (I) the date upon which the last of the Warrant
Shares issuable upon exercise of this Warrant have been issued, and (II) the Expiration Date.



          (e) For purposes of registration of the Warrant Shares under this Section 7, “Warrant Shares”
shall include (i) the shares of Common Stock issuable upon exercise of this Warrant and (ii) any
shares of Common Stock or other securities issuable in respect of the Common Stock referred to in
clause (i) above by way of a spin-off, split-off, dividend or stock split, in connection with a
combination of shares, reclassification, merger, consolidation or reorganization or other
transactions that would result in an adjustment of the Warrant Shares as provided in this Warrant.




     8. Transfer Taxes. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing such shares or
other securities, shall be made without charge to the Holder for any transfer taxes. The Company
shall not, however, be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than that of the
Holder and the Company shall not be required to issue or deliver any such certificate unless
and until the person or persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company that such tax has
been paid.



     9. Loss or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to
the Company (which shall not include the posting of any bond) of the loss, theft, destruction, or
mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement
of the Company’s reasonable incidental expenses, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.



     10. No Rights as a Stockholder. The Holder shall not have, solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity, or to any notice of
meetings of stockholders or of any other proceedings of the Company, except as provided in this
Warrant.



     11. Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise
prejudice the Holder’s rights, powers or remedies. If the Company willfully and knowingly fails to
comply with any provision of this Warrant, as determined by the final non-appealable decision of a
court of competent jurisdiction, which results in any material damages



 









 







to the Holder, the Company
shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.



     12. Remedies. The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, may be entitled to specific performance of its
rights under this Warrant.



     13. Successors and Assigns. Subject to applicable securities laws, this Warrant and
the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of the Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by any such Holder of Warrant Shares.



     14. Amendment. This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.



     15. Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.



     16. Notices. All notices, requests and other communications hereunder shall be in
writing and shall be given and shall be deemed to have been duly given if delivered personally or
via a messenger service (notice deemed given upon receipt), telecopied or faxed (notice deemed
given upon confirmation of receipt), sent by a nationally recognized overnight courier
service such as Federal Express (notice deemed given upon receipt of proof of delivery) or
mailed by registered or certified mail, return receipt requested (notice deemed given upon receipt)
to the respective parties’ corporate addresses or other addresses on record with the other parties.



     17. Governing Law. This Warrant shall be construed in accordance with the laws of the
State of Delaware applicable to contracts made and performed within such state, without regard to
principles of conflicts of law.



 









 





	 	 	 	 	 
	 	HANMI FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Brian Cho	 
	 	 	Brian Cho 	 
	 	 	Chief Financial Officer 	 
	 








 









 








FORM OF ASSIGNMENT



(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)



FOR VALUE RECEIVED,                                                              hereby sells, assigns, and transfers unto
                                        
a Warrant to purchase                      shares of Common Stock, par value $0.001 per
share, of Hanmi Financial Corporation (the “Company”), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint                                                              attorney
to transfer such Warrant on the books of the Company, with full power of substitution.




	 	 	 	 	 	 	 

	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Signature	 	 





The signature on the foregoing Assignment must correspond to the name as written upon the face of
this Warrant in every particular, without alteration or enlargement or any change whatsoever.





 











 






			
	To:	 	Hanmi Financial Corporation

3660 Wilshire Blvd. Penthouse A

Los Angeles, CA 90010

Attention: Chief Financial Officer





NOTICE OF EXERCISE




     The undersigned hereby exercises his or its rights to purchase                      Warrant Shares covered
by the attached Warrant and tenders payment herewith in the amount of $                      by tendering cash
or delivering a certified check or bank cashier’s check, payable to the order of the Company or
surrendering                      shares of Common Stock received upon exercise of the attached Warrant based on
the following calculation:



	 	 	 	 	 

	X =

	 	Y(A-B)
 

A
	 	 






     Input numbers into the above formula based on the following:



	 	 	 
	X ____________=

	 	the number of shares of Common Stock to be issued to Holder
	 
	 	 
	Y ____________=

	 	the number of Warrant Shares identified in the Notice of Exercise
as being applied to the subject exercise;
	 
	 	 
	A ____________=

	 	the Current Market Price on the date of receipt of this Warrant by
the Company; and
	 
	 	 
	B ____________=

	 	the Exercise Price on such date






     The undersigned requests that certificates for such securities be issued in the name of, and
delivered or credited to:



 






 





 





(Print Name, Address and Social Security

or Tax Identification Number)


and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the attached
Warrant, that a new Warrant for the balance of the Warrant Shares covered by the attached Warrant
be registered in the name of, and delivered to, the undersigned at the address stated below.




	 	 	 	 	 	 	 	 	 

	 

	 	Dated:	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 





 









 





	 	 	 

	 
	 	Print Name
	 	 	 
	 
	 	 
	 
	 	Signature






	 	 	 

	Address: