exv10w1





Exhibit
10.1




Execution Version




SECURITIES PURCHASE AGREEMENT




     THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 25,
2010, by and between Hanmi Financial Corporation, a Delaware corporation and registered bank
holding company with its principal offices in Los Angeles, California (the “Company”), and
Woori Finance Holdings Co. Ltd., a Korean corporation with its principal offices in Seoul, Korea
(the “Purchaser”).



RECITALS




     WHEREAS, the Company is in the process of raising up to $330 million (the “Aggregate
Offering Amount”) through: (i) a private placement to the Purchaser exempt from the
registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities
Act”), of shares of the Company’s common stock, par value US $0.001 per share (“Common
Stock”), and (ii) a rights offering registered under the Securities Act with the Company’s
existing stockholders (the “Rights Offering”) and a best efforts public offering (the
“Subsequent Offering”); and



     WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to
purchase from the Company, 200,000,000 shares of Common Stock (including such number of additional
shares of Common Stock which may be acquired by the Purchaser pursuant to Section 5.3 herein, if
any, the “Shares”), representing a majority of the issued and outstanding shares of Common
Stock (including any options, warrants and other securities or instruments convertible into common
stock), on an as-converted and fully-diluted basis taking into account the Rights Offering and
Subsequent Offering and assuming $120 million of Common Stock is issued in connection with the
Rights Offering and Subsequent Offering.



     NOW, THEREFORE, IN CONSIDERATION of the representations, warranties and covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Purchaser hereby agree as follows:



ARTICLE I

DEFINITIONS





	1.1.	 	Definitions. As used in this Agreement, the following capitalized terms shall have
the following meaning:
	 
	 	 	“Action” means any action, suit, inquiry, notice of violation, proceeding
(including any partial proceeding such as a deposition) or investigation pending or, to
the Company’s Knowledge, threatened against the Company, any Subsidiary or any of their
respective properties or any officer, director or employee of the Company or any
Subsidiary acting in his or her capacity as an officer, director or employee before or by
any federal, state,




 









 






	 	 	county, local or foreign court, arbitrator, governmental or administrative agency,
regulatory authority, stock exchange or trading facility.






	 	 	“Acquisition Proposal” has the meaning set forth in Section 5.1(d).
	 
	 	 	“Adverse Recommendation” has the meaning set forth in Section 5.1(c).
	 
	 	 	“Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, Controls, is controlled by or is under
common control with such Person.
	 
	 	 	“Agreement” has the meaning ascribed to such term in the Preamble.
	 
	 	 	“Benefit Plan” has the meaning set forth in Section 3.3(r)(i).
	 
	 	 	“BHC Act” means the U.S. Bank Holdings Company Act of 1956, as amended.
	 
	 	 	“Board” or “Board of Directors” shall mean the board of directors of the
Company.
	 
	 	 	“Board Recommendation” has the meaning set forth in Section 4.1(c).
	 
	 	 	“Business Day” means any day, other than a Saturday or Sunday or a day on which
banking institutions in the state of California or Seoul, Korea are authorized or required
by law or executive order to close.
	 
	 	 	“CDFI” has the meaning set forth in Section 3.3(b)(ii).
	 
	 	 	“CDI” means the California Department of Insurance.
	 
	 	 	“CERCLA” has the meaning set forth in Section 3.3(y).
	 
	 	 	“Closing” has the meaning set forth in Section (a).
	 
	 	 	“Closing Date” has the meaning set forth in Section 2.1(b).
	 
	 	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	 	“Common Stock” has the meaning set forth in the Recitals, and also includes any
securities into which the Common Stock may hereafter be reclassified or changed.
	 
	 	 	“Common Stock Equivalents” means any securities of the Company or any Subsidiary
which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock or other securities that entitle the holder to
receive, directly or indirectly, Common Stock.




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	 	 	“Company” has the meaning ascribed to such term in the Preamble.
	 
	 	 	“Company Counsel” means Manatt, Phelps & Phillips, LLP.
	 
	 	 	“Company Deliverables” has the meaning set forth in Section (a).
	 
	 	 	“Company Financial Statements” has the meaning set forth in Section 3.3(i).
	 
	 	 	“Company Significant Subsidiary” has the meaning set forth in Section 3.3(b).
	 
	 	 	“Company’s Knowledge” means the actual knowledge of the executive officers (as
defined in Exchange Act Rule 3b-7) of the Company or its Company Significant Subsidiaries,
after reasonable due inquiry, which, for the avoidance of doubt, shall include executive
officers of the Company and Hanmi Bank.
	 
	 	 	“Control” (including, with correlative meaning, the terms “controlling”,
“controlled by” or “under common control with”) when used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
	 
	 	 	“CRA” means the Community Reinvestment Act of 1977 or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.
	 
	 	 	“Disclosure Materials” has the meaning set forth in Section 3.1(h).
	 
	 	 	“Dispute” has the meaning set forth in Section 8.9.
	 
	 	 	“Environmental Laws” mean any applicable local, state or federal statutes,
regulations, ordinances or common laws for the protection of human health, safety or the
environment including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601 et seq., Federal Water Pollution Control
Act, 33 U.S.C. § 1251 et seq., Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq., and
Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.
	 
	 	 	“ERISA” has the meaning set forth in Section 3.3(r)(i).
	 
	 	 	“ERISA Affiliate” has the meaning set forth in Section 3.3(r)(ii).
	 
	 	 	“Evaluation Date” has the meaning set forth in Section 3.3(j).
	 
	 	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.
	 
	 	 	“FRB” has the meaning set forth in Section 4.1(a).




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	 	 	“FDIC” has the meaning set forth in Section 3.3(b)(ii).
	 
	 	 	“GAAP” means U.S. generally accepted accounting principles.
	 
	 	 	“Governmental Entities” or “Governmental Entity” means any governmental or
regulatory authorities, agencies, courts, commissions or other entities, whether federal,
state, local or foreign, or applicable self-regulatory organizations.
	 
	 	 	“Hazardous Substances” means pollutants, contaminants, dangerous goods, hazardous
or toxic substances, chemicals, hazardous microorganisms, radioactive materials,
petroleum, petroleum products and any other materials regulated under Environmental Laws.
	 
	 	 	“ICC” has the meaning set forth in Section 8.9.
	 
	 	 	“Information” has the meaning set forth in Section 4.2(a).
	 
	 	 	“Initial Shares” has the meaning set forth in Section 2.1(a).
	 
	 	 	“Intellectual Property” has the meaning set forth in Section 3.3(z).
	 
	 	 	“Lien” means any mortgage, pledge, lien (statutory or otherwise), encumbrance,
hypothecation, charge, security interest, right of first refusal, right of first offer,
preemptive right or other restrictions of any kind.
	 
	 	 	“Losses” has the meaning set forth in Section 5.10(a).
	 
	 	 	“Material Adverse Effect” means any event, fact, circumstance or occurrence
(each, an “Effect”) that, individually or in the aggregate with any other event,
fact, circumstance or occurrence, results or would reasonably be expected to result in a
material adverse change in or a material adverse effect over a commercially reasonable
period on the (i) financial condition, results of operations, business, operations,
business assets or regulatory status of the Company and its Subsidiaries, taken as a
whole; (ii) legality, validity or enforceability of this Agreement, or (iii) ability on
the part of the Company or the Purchaser to consummate the transactions contemplated by
this Agreement and to perform in any material respect its obligations under this Agreement
within the time frames provided for in this Agreement, except that any of the following,
either alone or in combination, shall not be deemed a Material Adverse Effect: (A) effects
resulting from or relating to the announcement or disclosure of the sale of the Shares or
other transactions contemplated by this Agreement, (B) effects caused by any event,
occurrence or condition resulting from or relating to the taking of any action in
accordance with this Agreement, (C) changes in the generally accepted accounting
principles or regulatory accounting principles generally applicable to banks or their bank
holding companies in the United States or Korea, as the case may be, (D) changes in
applicable laws, rules and regulations or interpretations thereof by any Governmental




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	 	 	Entity, except for such changes which would reasonably be expected to have the effect of
making illegal the consummation of the transactions contemplated hereby, (E) general
changes in global or national economic, monetary or financial conditions, including
changes in prevailing interest rates, credit markets, equity markets, commodity prices,
currency exchange rates, bank failure rates, sovereign debt defaults, capital market
conditions or real estate price appreciation/depreciation trends, or in the industries in
which the Company and its subsidiaries operate, other than significant, sustained,
reasonably unanticipated and materially adverse changes in economic conditions in the
United States or Korea, which changes would reasonably be expected to have the effect of
making commercially impractical consummation of the transactions contemplated hereby, (F)
changes in global or national political conditions, including the outbreak or escalation
of war, acts of terrorism or civil unrest, other than significant, sustained, reasonably
unanticipated and materially adverse changes in such conditions in the United States or
Korea, which changes would reasonably be expected to have the effect of making
commercially impractical consummation of the transactions contemplated hereby, (G) the
entering into by the Company or any of its Subsidiaries or the continuation (on
substantially the same or similar terms) of any Regulatory Agreement and any future
classifications, guidance, directives or other supervisory actions (which are reasonably
foreseeable based on the current arrangements or agreements) that are related to the
Company’s or any of its Subsidiaries’ financial condition as of the date of this
Agreement, in and of itself, (H) any failure by the Company to meet any public estimates
(disclosed to the public in compliance with applicable laws and consistent with past
practice) or expectations or analysts estimates or expectations of the Company’s financial
condition, results of operations or other measures of financial performance for any
period, or any failure by the Company to meet any internal budgets, plans or forecasts of
its financial condition, results of operations, or other measures of financial
performance, (I) the results of operations and cash flow for the period ended, and changes
in the financial condition and shareholders equity of the Company at, June 30, 2010 and
(J) any legal proceedings (other than a permanent injunction or order that prohibits the
consummation of the transactions contemplated hereby) made or brought by any of the
current or former stockholders of the Company (on their own behalf or on behalf of the
Company) against the Company arising out of this Agreement or any of the transaction
contemplated hereby.






	 	 	“Material Contract” means any contract of the Company that was filed as an exhibit
to the SEC Reports pursuant to Item 601(b)(10) of Regulation S-K.
	 
	 	 	“Material Permits” has the meaning set forth in Section 3.3(w).
	 
	 	 	“Option Purchase Price” has the meaning set forth in Section 2.1(a).
	 
	 	 	“Option Shares” has the meaning set forth in Section 2.1(a).
	 
	 	 	“Other Investors” has the meaning set forth in Section 5.3.




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	 	 	“Outside Date” has the meaning set forth in Section 7.1(b).
	 
	 	 	“Permitted Liens” means (i) liens for Taxes and other governmental charges and
assessments arising in the ordinary course that are not yet due and payable, (ii) liens of
landlords, carriers, warehousemen, mechanics and materialmen and other like liens arising
in the ordinary course of business for sums not yet due and payable, and (iii) other liens
or imperfections on property that are, individually or in the aggregate, (A) not material
in amount or (B) do not materially detract from the value of or materially impair the
existing use of the property affected by such Lien or imperfection.
	 
	 	 	“Per Share Price” has the meaning set forth in Section 2.1.
	 
	 	 	“Person” means an individual, corporation, association, partnership, limited
liability company, group (as such term is used in Section 13(d)(3) of the Exchange Act),
trust, joint venture, business trust or unincorporated organization, or a government or
any agency or political subdivision thereof.
	 
	 	 	“Principal Trading Market” means the exchange on which the Common Stock is
primarily listed on or quoted for trading, which, as of the date of this Agreement and the
Closing Date, shall mean the NASDAQ Stock Market.
	 
	 	 	“Purchase Price” has the meaning set forth in Section 2.1(a).
	 
	 	 	“Purchaser” has the meaning ascribed to such term in the Preamble.
	 
	 	 	“Purchaser Deliverables” has the meaning set forth in Section (b).
	 
	 	 	“Purchaser Nominees” has the meaning set forth in Section 5.2.
	 
	 	 	“Purchaser Party” has the meaning set forth in Section 5.10(a).
	 
	 	 	“Registration Rights Agreement” has the meaning set forth in Section 2.2(a)(iii).
	 
	 	 	“Regulatory Agreement” has the meaning set forth in Section 3.3(s).
	 
	 	 	“Regulatory Approvals” has the meaning set forth in Section 4.1(a).
	 
	 	 	“Reg S” has the meaning set forth in Section 3.4(k).
	 
	 	 	“Representatives” has the meaning set forth in Section 5.1(a).
	 
	 	 	“Resigning Directors” has the meaning set forth in Section 5.2.
	 
	 	 	“Rights Offering” has the meaning set forth in the Recitals.
	 
	 	 	“Rules” has the meaning set forth in Section 8.9.




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	 	 	“SEC” means the U.S. Securities and Exchange Commission.
	 
	 	 	“SEC Reports” has the meaning set forth in Section 3.1(h).
	 
	 	 	“Secretary’s Certificate” has the meaning set forth in Section (a).
	 
	 	 	“Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.
	 
	 	 	“Shares” has the meaning set forth in the Recitals.
	 
	 	 	“Stockholders Proposals” has the meaning set forth in Section 4.1(b).
	 
	 	 	“Subsequent Offering” has the meaning set forth in the Recitals.
	 
	 	 	“Subsidiary” means those entities identified on Schedule 3.3(b).
	 
	 	 	“Tax” or “Taxes” has the meaning set forth in Section 3.1(l).
	 
	 	 	“Transfer Agent” means Computershare Limited, or any successor transfer agent for
the Company.
	 
	 	 	“Unlawful Gains” has the meaning set forth in Section 3.1(q).





ARTICLE II

PURCHASE AND SALE





	2.1.	 	Closing.






	 	(a)	 	[Purchase Price. On the terms and subject to the conditions set
forth herein, on the Closing Date, the Company hereby agrees to issue and sell to the
Purchaser, and the Purchaser hereby agrees to subscribe and purchase from the Company
175,000,000 shares of common stock (the “Initial Shares”), free and clear of all
Liens (other than the restrictions provided for in Section 5.6(a)), for an aggregate
purchase price (the “Purchase Price”) of US $210 million, at a per Share
price equal to US $1.20 per Share (the “Per Share Price”). In the event the Purchaser
exercises its option pursuant to Section 5.3 prior to or at Closing, the Purchaser
shall receive an additional 25,000,000 shares of common stock (the “Option
Shares”), free and clear or all Liens (other than the restrictions provided for
in Section 5.6(a)) for an additional consideration of US $30 million (the “Option
Purchase Price”) at the Per Share Price.
	 
	 	(b)	 	Closing. The closing of the transactions contemplated herein (the
“Closing”) shall take place at the offices of Manatt, Phelps & Phillips, LLP,
11355 West Olympic Boulevard, Los Angeles, California 90064, at 10:00 am (Los Angeles
time) within ten (10) Business Days after the satisfaction or waiver, by the




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	 	 	 	party entitled to grant such waiver (subject to applicable law), of the
conditions set forth in Article VI hereof, other than conditions which by their
terms are to be satisfied at Closing, or such other date, time and place as the
parties may mutually agree (the “Closing Date”).






	2.2.	 	Closing Deliveries.






	 	(a)	 	On or prior to the Closing Date, the Company shall issue, deliver or cause
to be delivered to the Purchaser the following (the “Company Deliverables”):






	 	(i)	 	this Agreement, duly executed by the Company;
	 
	 	(ii)	 	one or more certificates (as requested by Purchaser)
evidencing the Initial Shares and, if applicable, the Option Shares, in each
case free and clear of all Liens (other than the restrictive legends as
provided in Section 5.6(a), issued in the name of the Purchaser or its
Affiliate(s);
	 
	 	(iii)	 	a registration rights agreement in form and substance
reasonably satisfactory to the Company and the Purchaser (the
“Registration Rights Agreement”) duly executed by the Company;
	 
	 	(iv)	 	a legal opinion of Company Counsel, dated as of the
Closing Date, which shall include, among other things, an opinion regarding
the exemption of the Transaction from the registration requirements under
the Securities Act, in substantially the form and substance reasonably
satisfactory to the Company;
	 
	 	(v)	 	a certificate of the Secretary of the Company (the
“Secretary’s Certificate”), dated as of the Closing Date, (a)
certifying the resolutions adopted by the Board of Directors or a duly
authorized committee thereof approving the transactions contemplated by this
Agreement and the issuance of the Shares, and (b) certifying as to the
incumbency of certain officers of the Company, in substantially the form
attached hereto as Exhibit A;
	 
	 	(vi)	 	the Compliance Certificate referred to in Section 6.1(h)
hereof;
	 
	 	(vii)	 	a certificate of good standing for each of the Company
and its Subsidiaries issued by the Secretary of State (or comparable office)
of the jurisdiction of its incorporation, CDFI and/or CDI, as appropriate,
as of a date within five (5) Business Days of the Closing Date;
	 
	 	(viii)	 	resignation letters in form and substance reasonably satisfactory to the
Company and the Purchaser from the Resigning Directors; and




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	 	(ix)	 	non-solicitation agreements in form and substance
reasonably satisfactory to the Purchaser executed by the Resigning
Directors.






	 	(b)	 	On or prior to the Closing Date the Purchaser shall deliver or cause to be
delivered to the Company the following (the “Purchaser Deliverables”):






	 	(i)	 	this Agreement, duly executed by the Purchaser;
	 
	 	(ii)	 	the Registration Rights Agreement, duly executed by the
Purchaser;
	 
	 	(iii)	 	a duly executed officer’s certificate in the form set
forth in Exhibit B hereto; and
	 
	 	(iv)	 	the Purchase Price and, if applicable, the Option
Purchase Price, in U.S. dollars and in immediately available funds, by wire
transfer to the account designated by the Company as set forth below:
	 
	 	 	 	Bank: 

Address: 

Account Name: 

Account Number: 

Routing Number: 





ARTICLE III

REPRESENTATIONS AND WARRANTIES





	3.1.	 	Disclosure Schedules. On or prior to the date of this Agreement, each of the Company
and the Purchaser delivered to the other a schedule (“Disclosure Schedule”) setting
forth, among other things, items the disclosure of which is necessary or appropriate either in
response to an express disclosure requirement contained in a provision hereof or as an
exception to one or more representations or warranties contained in Section 3.3 with respect
to the Company, or in Section 3.4 with respect to the Purchaser; provided, however,
that notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item
in such schedule shall not be deemed to be an admission that such item represents a material
exception or material fact, event, or circumstance or that such item has had or would
reasonably be expected to have a Material Adverse Effect on the Company or the Purchaser, as
applicable.
	 
	3.2.	 	Previously Disclosed. “Previously Disclosed” with regard to (1) any party
means information set forth on its Disclosure Schedule corresponding to the provision of this
Agreement to which such information relates; provided that information which, on its face is
reasonably apparent to a reader that it relates to another provision of this Agreement, shall
also be deemed to be Previously Disclosed with respect to such other provision and (2) the
Company, includes information publicly disclosed by the Company in the SEC Reports filed by it
with or furnished to the SEC and publicly




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	 	 	available on or prior to the Closing Date (excluding any risk factor disclosures contained
in such documents under the heading “Risk Factors” and any disclosure of risks included in
any “forward-looking statements” disclaimer or other statements that are predictive or
forward-looking in nature).






	3.3.	 	Representations and Warranties of the Company. Except as Previously Disclosed, the
Company hereby represents and warrants as of the date hereof and as of the Closing Date
(except to the extent made only as of a specified date, in which case as of such date) to the
Purchaser that:






	 	(a)	 	Organization and Qualification.






	 	(i)	 	Each of the Company and its Subsidiaries is an entity
duly incorporated, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, with the requisite corporate power
and authority to own or lease and use its properties and assets and to carry
on its business as currently conducted. Neither the Company nor any
Subsidiary is in material violation of any of the provisions of its
respective certificate or articles of incorporation or bylaws or other
similar organizational documents. Each of the Company and its Subsidiaries
is duly qualified to conduct business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may
be, would not reasonably be expected to have a Material Adverse Effect.
	 
	 	(ii)	 	The Company (i) is duly registered as a bank holding
company under the BHC Act; (ii) has duly elected to be treated as a
“financial holding company” thereunder; and (iii) is allowed to exercise all
powers of a “financial holding company” thereunder. The Company has
furnished or made available to the Purchaser true, correct and complete
copies of each of the Company’s and its Subsidiaries’ certificate or
articles of incorporation and bylaws or other similar organizational
documents, as amended through the date of this Agreement.






	 	(b)	 	Subsidiaries.






	 	(i)	 	The Company has no direct or indirect Subsidiaries other
than those subsidiaries listed on Schedule 3.3(b) and has indicated
therein which Subsidiaries would constitute a “significant subsidiary” of
such person within the meaning of Rule 1-02 of Regulation S-X of the SEC
(“Company Significant Subsidiary”). The Company owns, directly or
indirectly, all of the capital stock of each Company Significant Subsidiary,
free and clear of any and all Liens (other than Permitted




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	 	 	 	Liens), and all the issued and outstanding shares of capital stock of
each Company Significant Subsidiary have been duly authorized and
validly issued and are fully paid and non-assessable. There are no
outstanding subscriptions, options, warrants, calls, commitments or
agreements of any character whatsoever providing for the purchase or
issuance of any Company Significant Subsidiary’s capital stock or any
securities representing the right to purchase or otherwise receive any
shares of such Company Significant Subsidiary’s capital stock.






	 	(ii)	 	Except in respect of the Subsidiaries, the Company does
not own beneficially, directly or indirectly, more than 5% of any class of
equity securities or similar interests of any corporation, bank, business
trust, association or similar organization, and is not, directly or
indirectly, a partner in any partnership or party to any joint venture.
Hanmi Bank, the Company’s principal subsidiary, is (A) duly organized and
validly existing as a banking institution chartered by the State of
California, (B) in good standing with the Department of Financial
Institutions of the State of California (“CDFI”), (C) a member bank
of the Federal Reserve System and (D) its deposit accounts are insured by
the Federal Deposit Insurance Corporation (“FDIC”) to the fullest
extent permitted by the Federal Deposit Insurance Act and the rules and
regulations of the FDIC thereunder, and all premiums and assessments
required to be paid in connection therewith have been paid when due.






	 	(c)	 	Authorization; Enforcement; Validity. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder.
The execution, delivery and performance of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby (including, but not
limited to, the issuance, sale and delivery of the Shares) have been duly authorized
by all necessary corporate action on the part of the Company, and no further
corporate action is required by the Company, its Board of Directors or its
stockholders in connection therewith other than in connection with the Regulatory
Approvals and the Stockholder Proposals. This Agreement upon delivery will have been
duly and validly executed by the Company and, assuming due authorization, execution
and delivery of this Agreement by the Purchaser, will constitute (when delivered in
accordance with the terms hereof) the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws relating to or affecting creditors generally or
by general equitable principles (whether applied in equity or law).




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	 	(d)	 	No Conflicts. The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby (including, without limitation, the issuance, sale and delivery
of the Shares) do not and will not (i) subject to the approval of the Stockholders
Proposals, conflict with or violate any provisions of the Company’s or any Company
Significant Subsidiary’s certificate or articles of incorporation or bylaws or
otherwise result in a violation of the organizational documents of the Company; (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time
or both would result in a default) under, result in the creation of any Lien (other
than Permitted Liens) upon any of the properties or assets of the Company or its
Subsidiaries or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any note, bond,
mortgage indenture deed of trust, license, lease, agreement or other instrument or
obligation to which the Company or any of its Company Significant Subsidiaries is
subject; or (iii) subject to Section 3.1(e) below, conflict with or result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or other
restriction applicable to the Company or any of its Subsidiaries or by which any
property or asset of the Company or any of its Subsidiaries is bound or affected,
except in the case of clauses (ii) and (iii) such as would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect. There are no
stockholders agreements, voting agreements or other similar arrangements with respect
to the Company’s capital stock to which the Company is a party or, to the Company’s
Knowledge, between or among any of the Company’s stockholders.
	 
	 	(e)	 	Filings, Consents and Approvals. Neither the Company nor any of
the Company Significant Subsidiaries is required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or registration
with, any Governmental Entity or other Person in connection with the execution,
delivery and performance by the Company of this Agreement (including, without
limitation, the issuance, sale and delivery of the Shares).
	 
	 	(f)	 	Issuance of the Shares. As of the Closing the Shares will be duly
authorized and, when issued and paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable and free and clear of
all Liens, other than the restrictions on transfer provided for in Section 5.6(a)
hereof, and shall not be subject to preemptive or similar rights. The Shares will be
issued in compliance with all applicable federal and state securities laws.
	 
	 	(g)	 	Capitalization The authorized capital stock of the Company consists
of two hundred ten million (210,000,000) shares, of which two hundred million
(200,000,000) shares are Common Stock, with par value of $.001 per share, and ten
million (10,000,000) of which are Preferred Stock, with par value of $.001 per share,
issuable in one or more series as of the date hereof. As of the close




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	 	 	 	of business on May 19, 2010 there were 51,182,390 issued and outstanding shares
of Common Stock and no issued and outstanding shares of Preferred Stock. All of
the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and non-assessable and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase any capital stock of the Company. (i) There are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any shares of capital stock of the Company, or
contracts, commitments, understandings or arrangements by which the Company is or
may become bound to issue additional shares of capital stock of the Company,
other than those issued or granted pursuant to equity or incentive plans or
arrangements described in the SEC Reports; (ii) there are no material outstanding
debt securities, notes or other instruments evidencing indebtedness of the
Company or by which the Company is bound carrying the right to vote on any
matters on which the stockholders of the Company may vote; (iii) there are no
agreements or arrangements under which the Company is obligated to register the
sale of any of their securities under the Securities Act; (iv) there are no
outstanding securities or instruments of the Company that contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company is or may become bound to redeem a security of
the Company; (v) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Shares; and
(vi) the Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement.






	 	(h)	 	SEC Reports; Disclosure Materials. Since December 31, 2007, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it under the Securities Act or the Exchange Act, including
pursuant to Section 13(a) or 15(d) of the Exchange Act (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports” and together with this
Agreement and the Schedules to this Agreement, the “Disclosure Materials”),
on a timely basis or has received a valid extension of such time of filing and has
filed such SEC Reports prior to the expiration of such extension. As of their
respective filing dates, or, to the extent corrected by a subsequent amendment or
restatement, the time of filing of such subsequent amendment or restatement, the SEC
Reports complied as to form in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the SEC
promulgated thereunder, and, except as corrected by subsequent filings, none of the
SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which




-13-









 






	 	 	 	they were made, not misleading. No executive officer of the Company has failed
in any respect to make the certifications required of him or her under Section
302 or 906 of the Sarbanes-Oxley Act of 2002.






	 	(i)	 	Financial Statements. The consolidated balance sheets of the
Company and its Subsidiaries as of December 31, 2009 and 2008 and related
consolidated statements of income, stockholders’ equity and cash flows for the three
years ended December 31, 2009, together with the notes thereto, certified by KPMG LLP
and included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, as filed with the SEC and as the same may have been amended prior
to the date hereof (the “Company Financial Statements”), (i) have been
prepared from, and are in accordance with, the books and records of the Company and
its Subsidiaries; (ii) complied as to form, as of the date of filing with the SEC, in
all material respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto; (iii) have been prepared in
accordance with GAAP applied on a consistent basis; and (iv) present fairly in all
material respects the consolidated financial position of the Company and its
Subsidiaries at the dates set forth therein and the consolidated results of
operations, changes in stockholders’ equity and cash flows of the Company and
Subsidiaries for the periods stated therein.
	 
	 	(j)	 	Disclosure Controls and Procedures. The Company has established
and maintains disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that
material information relating to the Company, including any consolidated
Subsidiaries, is made known to its chief executive officer and chief financial
officer by others within those entities. The Company’s certifying officers have
evaluated the effectiveness of the Company’s controls and procedures as of the end of
the period covered by the most recently filed annual periodic report under the
Exchange Act (such date, the “Evaluation Date”). The Company presented in
its most recently filed annual periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no material changes in the Company’s internal
controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange
Act) or, to the Company’s Knowledge, in other factors that could affect the Company’s
internal controls.
	 
	 	(k)	 	Accounting Controls. The Company maintains a system of accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management’s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain accountability for assets;




-14-









 






	 	 	 	(iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. None of the Company, its Subsidiaries or,
to the Company’s knowledge, any director, officer, employee, auditor, accountant
or representative of the Company or any Subsidiary has received or otherwise had
or obtained knowledge of any material complaint, allegation, assertion or claim,
whether written or oral, regarding the accounting or auditing practices,
procedures, methodologies or methods of the Company or any Subsidiary or their
respective internal accounting controls, including any material complaint,
allegation, assertion or claim that the Company or any Subsidiary has engaged in
questionable accounting or auditing practices.






	 	(l)	 	Taxes. (A)(i) Except as would not, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect on the Company,
each of the Company and its Subsidiaries has timely filed all federal, state, county,
local and foreign Tax returns, including all information returns, required to be
filed by it and all such Tax returns are true, complete and correct in all respects,
and were prepared in compliance with all applicable laws and regulations, and timely
paid all Taxes owed by it and no Tax owed by it or assessment received by it are
delinquent; (ii) neither the Company nor any Subsidiary has waived any statute of
limitations with respect to Taxes or agreed to any extension of time with respect to
a Tax assessment or deficiency, in each case that is still in effect, or has pending
a request for any such extension or waiver; (iii) neither the Company nor any
Subsidiary is a party to any pending action or proceeding, nor to the Company’s
Knowledge is any such action or proceeding threatened by any Governmental Entity, for
the assessment or collection of Taxes, interest, penalties, assessments or
deficiencies that could reasonably be expected to have a Material Adverse Effect on
the Company and no issue (including in connection with tax refunds claimed for the
carry back of taxable losses or otherwise) has been raised, or to the Company’s
Knowledge expected to be raised, by any federal, state, local or foreign taxing
authority in connection with an audit or examination of the Tax returns, business or
properties of the Company or any Subsidiary which has not been settled, resolved and
fully satisfied, or adequately reserved for (other than those issues that would not
be reasonably expected to have a Material Adverse Effect on the Company); (iv) except
as would not be reasonably expected to have a Material Adverse Effect on the Company,
each of the Company and the Subsidiaries has withheld and timely paid all Taxes that
it is required to withhold from amounts owing to employees, creditors or other third
parties; (v) neither the Company nor any Subsidiary is a party to, is bound by or has
any obligation under any material Tax sharing or material Tax indemnity agreement or
similar contract or arrangement other than any contract or agreement between or among
the Company and any Subsidiary. Neither the Company nor any Subsidiary has entered
into any “reportable transaction” within the meaning of Treasury




-15-









 






	 	 	 	Regulations Section 1.6011-4(b), or any other transaction requiring disclosure
under analogous provisions of state, local or foreign law; (vi) neither the
Company nor any Subsidiary has liability for the Taxes of any person other than
the Company or any Subsidiary under Treasury Regulations Section 1.1502-6 (or any
similar provision of state, local or foreign law); (vii) there are no tax liens
on any assets of the Company or any Subsidiary; (viii) no acceleration of the
vesting schedule for any property that is substantially unvested within the
meaning of the regulations under Section 83 will occur in connection with the
transactions contemplated by this Agreement; (ix) to the Company’s Knowledge,
neither the Company nor any Subsidiary is doing business in or engaged in a trade
or business in any jurisdiction in which it has not filed all required income or
franchise tax returns; (x) the Company has not been at any time a member of any
partnership or joint venture or the holder of a beneficial interest in any trust
for any period for which the statute of limitations for any Tax has not expired;
(xi) neither the Company nor any Subsidiary is subject to any accumulated
earnings tax, personal holding company tax or similar tax; and (xii) the Company
and the Subsidiaries have never been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the
applicable period specified in Section 897(c)(1)(A)(ii) of the Code.






	 	 	 	(B) (i) there are no requests for information currently outstanding that could
affect the Taxes of the Company or any Subsidiary; (ii) there are no proposed
reassessments of any property owned by the Company or any Subsidiary or other
proposals that could increase the amount of any Tax to which the Company or any
Subsidiary would be subject; (iii) no power of attorney that is currently in force
has been granted with respect to any matter relating to Taxes that could affect
the Company or any Subsidiary; and (iv) none of the Company or Subsidiaries are
“loss corporations” within the meaning of section 382 of the Code.
	 
	 	 	 	(C) (i) Schedule 3.3(l) lists all income, franchise and similar Tax
returns (federal, state, local and foreign) filed with respect to each of the
Company and the Subsidiaries for taxable periods ended on or after December
31,2009, indicates the most recent income, franchise or similar Tax return for
each relevant jurisdiction for which an audit has been completed or the statute of
limitations has lapsed and indicates all Returns that currently are the subject of
audit; (ii) the Company has made available to the Purchaser correct and complete
copies of all federal, state and foreign income, franchise and similar Returns,
examination reports, and statements of deficiencies assessed against or agreed to
by the Company or any Subsidiary since December 31,2009; and (iii) the Company has
delivered to the Purchaser a true and complete copy of any tax-sharing or
allocation agreement or arrangement involving the Company or any Subsidiary.




-16-









 












	 	 	For the purpose of this Agreement, the term “Tax” (including, with correlative
meaning, the term “Taxes”) shall mean any and all taxes, fees, levies, duties,
tariffs, imposts and other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with respect thereto) imposed
by any Governmental Entity, including taxes on or with respect to income, franchises,
windfall or other profits, gross receipts, property, sales, use, capital stock, payroll,
employment, unemployment, social security, workers’ compensation or net worth, and taxes
in the nature of excise, withholding, ad valorem stamp, transfer, gains or value added;
license, registration and documentation fees, and customs’ duties, tariffs, and similar
charges.






	 	(m)	 	Material Changes. Since December 31, 2009 (i) there have not been
any Effect that has had or would reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect; (ii) the Company has not incurred any
material liabilities or material obligations of any nature (absolute, accrued,
contingent or otherwise) other than (A) accrued expenses and other liabilities
incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected or reserved against in the Company Financial
Statements in the Company’s financial statements pursuant to GAAP or required to be
disclosed in filings made with the SEC; (iii) the Company has not materially altered
its method of accounting or the manner in which it keeps its accounting books and
records (excluding changes required by GAAP or regulatory accounting principles
applicable to banks or bank holding companies); (iv) the Company has not declared or
made any dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of its
capital stock (other than in connection with repurchases of unvested stock issued to
employees of the Company); (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except Common Stock issued pursuant to existing
Company stock option plans; and (vi) there has not been any material change or
amendment to, or any waiver of any material right by the Company under, any Material
Contract under which the Company or any of its Company Significant Subsidiaries is
bound or subject.
	 
	 	(n)	 	Material Contracts. Except for the Material Contracts and except
for this Agreement and the Registration Rights Agreement, the Company and its
Subsidiaries are not party to any agreements, contracts or commitments that are
material to the business, financial condition, assets or operations of the Company
and its Subsidiaries that would be required to be filed pursuant to Item 601(b)(10)
of Regulation S-K under the Exchange Act. Neither the Company nor any of its
Subsidiaries is in material default under or in material violation of, nor to the
Company’s Knowledge, has received written notice of termination or default under any
Material Contract.




-17-









 












	 	(o)	 	Litigation. There is no Action pending, or, to the Company’s
Knowledge, threatened against the Company or any Company Significant Subsidiary, nor
is the Company or any Company Significant Subsidiary subject to any order, judgment
on decree, in each case except as would not reasonably be expected to have a Material
Adverse Effect. There is no Action pending, or, to the Company’s Knowledge,
threatened which adversely affects or challenges the legality, validity or
enforceability of this Agreement or the issuance of Shares hereunder. Neither the
Company nor any Company Significant Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or
liability under federal or state securities laws or a claim of breach of fiduciary
duty.
	 
	 	(p)	 	Employment Matters. (i) No material labor dispute exists or, to the
Company’s Knowledge, has been threatened in writing with respect to any of the
employees of the Company or its Subsidiaries. None of the Company’s or any of its
Subsidiaries’ employees is a member of a union that relates to such employee’s
relationship with the Company or relevant Subsidiary, and neither the Company nor any
of its Subsidiaries is a party to a collective bargaining agreement, and the Company
and each Subsidiary believes that its relationship with its employees is good. No
executive officer (as defined in Rule 501(f) of the Securities Act) of the Company or
a Subsidiary of the Company has notified the Company or such Subsidiary, as the case
may be, that such officer intends to leave the Company or such Subsidiary, as the
case may be, or otherwise terminate such officer’s employment with the Company or
such Subsidiary, as the case may be. To the Company’s Knowledge, no executive officer
(as defined in Rule 501(f) of the Securities Act) of the Company or any of its
Subsidiaries is in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition
agreement. To the Company’s Knowledge, each of the Company and its Subsidiaries is in
compliance with all U.S. federal, state, local and foreign laws and regulations
relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance would not in the
reasonable judgment of the Company be expected to have, individually or in the
aggregate, a Material Adverse Effect.
	 
	 	 	 	(ii) There is no (a) employment-related lawsuit, action, proceeding, or claim
pending or threatened against the Company nor (b) pending internal investigation
of any complaints of employment law violations by the Company.
	 
	 	 	 	(iii) Each Person who performs services for the Company has been, and is, properly
classified by the Company as an employee or independent contractor.
	 
	 	(q)	 	Compliance. Neither the Company nor any of its Subsidiaries (i) is
in default under or in violation of (and no event has occurred that has not been
waived




-18-









 






	 	 	 	that, with notice or lapse of time or both, would result in a default by the
Company or any of its Subsidiaries under), nor has the Company or any of its
Subsidiaries received written notice of a claim that it is in default under or
that it is in violation of, any Material Contract (which default or violation has
not been waived); (ii) is in violation of any order of which the Company or any
Company Significant Subsidiary has been made aware in writing by any court,
arbitrator or governmental body having jurisdiction over the Company or any of
its Subsidiaries or its properties or assets; or (iii) is in violation of, or in
receipt of written notice that it is in violation of, any statute, rule or
regulation of any Governmental Entity applicable to the Company or any of its
Subsidiaries, except in each case as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. Except for statutory
or regulatory restrictions of general application, neither the Company nor any of
its Subsidiaries’ respective business or properties has been placed under any
material restriction by a Governmental Entity and, to the Company’s Knowledge,
neither the Company nor any of its Subsidiaries has received any notification or
communication from any Governmental Entity that an investigation of the Company
or any of its Subsidiaries by such Governmental Entity is pending or threatened.






	 	(r)	 	Company Benefit Plans.






	 	(i)	 	“Benefit Plan” means all material employee
benefit plans, program, agreements, policies, practices, or other
arrangements providing benefits to any current or former employee, officer,
director or other service provider of or to the Company or any Subsidiary or
any beneficiary or dependent thereof that is sponsored or maintained by the
Company or any Subsidiary or to which the Company or any Subsidiary
contributes or is obligated to contribute or is party, whether or not
written, including any material employee welfare benefit plan within the
meaning of Section 3(1) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), any employee pension benefit plan within
the meaning of Section 3(2) of ERISA (whether or not such plan is subject to
ERISA) and any material bonus, incentive, deferred compensation, vacation,
stock purchase, stock option, severance, employment, change of control,
medical, life or other insurance, cafeteria, profit-sharing, savings,
consulting or fringe benefit plan, program, agreement or policy.
	 
	 	(ii)	 	Each Benefit Plan has been operated and administered in
all material respects in accordance with its terms and with the applicable
provisions of ERISA, the Code and all other laws and regulations applicable
to such Benefit Plan. Except as would not reasonably be expected to have a
Material Adverse Effect on the Company, none of




-19-









 






	 	 	 	the Company and its Subsidiaries nor any of their respective ERISA
Affiliates has incurred any liability under Section 412, 430, 431, or
432 of the Code, or Section 302, 303, 304 or 305 or Title IV of ERISA,
that has not been satisfied in full, and no condition exists that
presents a material risk to the Company, any Subsidiary or any ERISA
Affiliate of incurring a liability under any such Sections or Title.
“ERISA Affiliate” means any entity, trade or business, whether
or not incorporated, which together with the Company and its
Subsidiaries would be deemed a “single employer” within the meaning of
Section 4001 of ERISA or Sections 414(b), (c), (m) or (o) of the Code.






	 	(iii)	 	Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated hereby will result in
or is a precondition to (A) any payment or benefit (including severance,
unemployment compensation, “parachute payment” (within the meaning of
Section 280G of the Code), forgiveness of indebtedness or otherwise)
becoming due to any current or former employee, officer or director of the
Company or any Subsidiary from the Company or any Subsidiary under any
Benefit Plan or any other agreement with any employee, including, for the
avoidance of doubt, change in control agreements, (B) any increase in
payments or benefits otherwise payable under any Benefit Plan, (C) any
acceleration of the time of payment or vesting of any such payments or
benefits, (D) the funding or increase in the funding of any such payments or
benefits, or (E) any limitation on the right of the Company or any
Subsidiary to amend, merge, terminate or receive a reversion of assets from
any Benefit Plan or related trust.
	 
	 	(iv)	 	Except as would not reasonably be expected to have a
Material Adverse Effect on the Company and except for liabilities fully
reserved for or identified in the Company Financial Statements, there are no
pending or threatened claims (other than claims for benefits in the ordinary
course), lawsuits or arbitrations which have been asserted or instituted
against and there are no judgments, decrees, injunctions, rules or orders
outstanding against (A) the Benefit Plans, (B) any fiduciaries thereof with
respect to their duties to the Benefit Plans, or (C) the assets of any of
the trusts under any of the Benefit Plans. There are no pending or, to the
Company’s Knowledge, threatened audits or investigations by any Governmental
Entity involving any Benefit Plan. All contributions required to have been
made under the terms of any Benefit Plan or pursuant to ERISA and the Code
have been timely made and all obligations in respect of each Benefit Plan
have been properly accrued and reflected in the Company Financial
Statements.




-20-









 












	 	(v)	 	Each of the Benefit Plans that is intended to be
“qualified” within the meaning of Section 401(a) of the Code is so qualified
and a favorable determination or opinion letter to that effect has been
issued by the IRS with respect to each such Benefit Plan, and nothing has
occurred that could reasonably be expected to adversely affect the qualified
status of any Benefit Plan under Section 401(a) of the Code or require the
filing of a submission under the IRS’s employee plans compliance resolution
system or the taking of other corrective action pursuant to such system in
order to maintain the qualified status of such Benefit Plan. Each of the
Benefit Plans that is intended to satisfy the requirements of Section 125,
423 or 501(c)(9) of the Code satisfies such requirements in all material
respects.
	 
	 	(vi)	 	No payment or benefit paid or provided, or to be paid or
provided, to current or former employees, directors or other service
providers of or to the Company or any Subsidiary (including pursuant to this
Agreement or any other Transaction Documents) will fail to be deductible for
federal income tax purposes under Section 280G of the Code.
	 
	 	(vii)	 	Each Benefit Plan that provides deferred compensation
subject to Section 409A of the Code complies with Section 409A of the Code
(and has so complied for the entire period during which Section 409A of the
Code has applied to such Benefit Plan). None of the transactions
contemplated by this Agreement or any other Transaction Document will
constitute or result in a violation of Section 409A of the Code.






	 	(s)	 	Regulatory Agreement. Except as set forth on Schedule
3.3(s) (each, a “Regulatory Agreement”), the Company or the
Company Significant Subsidiary (i) has not received, consented to, or entered into
any notice, communication, memorandum, agreement or order of any applicable
Governmental Entity directing, restricting or limiting, or purporting to direct,
restrict or limit, in any manner the operations of the Company and (ii) is not aware
of any basis for any unresolved violation of any applicable Governmental Entity with
respect to any Regulatory Agreement which if resolved in a manner adverse to the
Company could have a Material Adverse Effect.
	 
	 	(t)	 	CRA Compliance. Each of the Company and each Company Significant
Subsidiary, as applicable, is in compliance, in all material respects, with the
applicable provisions of the CRA, and, as of the date of this Agreement, the Company
has received a CRA rating of “satisfactory” or better from the applicable
Governmental Entity. To the Company’s Knowledge, there is no fact or circumstance or
set of facts or circumstances that would cause the




-21-









 






	 	 	 	Company to fail to comply with such provisions in a manner that could reasonably
be expected to have a Material Adverse Effect.






	 	(u)	 	Loan Loss Reserves. Each of the reserve and allowances for possible
loan losses and the carrying value for real estate owned which are shown on the
financial statements of the Company included in the SEC Reports has been established
in conformity with all applicable requirements, rules and policies of applicable
Governmental Entities and complies with GAAP applied on a consistent basis to provide
for possible losses on loans outstanding and real estate owned as of the date of such
financial statements.
	 
	 	(v)	 	Compliance with Capital Adequacy Guidelines. To the Company’s
Knowledge, upon the consummation of the transactions contemplated by this Agreement,
the Company and the Company Significant Subsidiaries will have sufficient regulatory
capital to meet all applicable regulatory capital guidelines of all applicable
Governmental Entities applicable to the Company as of the date of the Closing.
	 
	 	(w)	 	Regulatory Permits. Each of the Company and the Company
Significant Subsidiaries possesses or has applied for all certificates,
authorizations, licenses, franchises, permits, orders and approvals issued or granted
by the appropriate Governmental Entities necessary to conduct its business as
currently conducted, except where the failure to possess such certificates,
authorizations, licenses, franchises, permits, orders and approval, individually or
in the aggregate, has not and would not reasonably be expected to have, a Material
Adverse Effect (“Material Permits”), and neither the Company nor any of the
Company Significant Subsidiaries has received any written notice of proceedings
relating to the revocation or material adverse modification of any such Material
Permits and (ii) to the Company’s Knowledge, there are no facts or circumstances that
would give rise to the revocation or material adverse modifications of any Material
Permits.
	 
	 	(x)	 	Title to Assets. The Company and the Company Significant
Subsidiaries have good and marketable title to all real property and tangible
personal property owned by them which is material to the business of the Company and
the Company Significant Subsidiaries, taken as whole, in each case free and clear of
all Liens (other than Permitted Liens) except such as do not materially affect the
value of such property or do not materially interfere with the use made of such
property by the Company and any of its Company Significant Subsidiaries. Any real
property and facilities held under lease by the Company and any of the Company
Significant Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as do not interfere in a material manner with the use
made of such property and buildings by the Company and the Company Significant
Subsidiaries.




-22-









 












	 	(y)	 	Environmental Liability.






	 	(i)	 	There is no legal, administrative, or other proceeding,
claim or action of any nature seeking to impose, or that would reasonably be
expected to result in the imposition of, on the Company or any Subsidiary,
any liability relating to Environmental Laws or the presence or release of
Hazardous Substances, pending against the Company or any Subsidiary, or, to
the Company’s Knowledge, threatened in writing against the Company or any
Subsidiary, the result of which would reasonably be expected to have a
Material Adverse Effect on the Company and, to the Company’s Knowledge,
neither the Company nor any Subsidiary is subject to any agreement, order,
judgment or decree by or with any Governmental Entity or third party
imposing such liability.
	 
	 	(ii)	 	The Company and the Company Significant Subsidiaries, all
real property owned or operated by them, are now and have been in the past
in continuous compliance with all Environmental Laws, except for
noncompliance that would not, in the aggregate, be reasonably expected to
have a Material Adverse Effect on the Company
	 
	 	(iii)	 	There are no Hazardous Substances at any real property
owned or operated by the Company or the Company Significant Subsidiaries and
there are no Hazardous Substances for which the Company or the Company
Significant Subsidiaries may be liable, in locations and amounts that
violate Environmental Laws or that exceed the applicable remediation
standards and criteria established pursuant to Environmental Laws, except
for Hazardous Substances that would not, in the aggregate, be reasonably
expected to have a Material Adverse Effect on the Company.
	 
	 	(iv)	 	Neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby shall result in any
requirement under Environmental Laws for any obligation to, notice to or
consent of, any governmental authority or third parties, related to the
presence of Hazardous Substances at any real properties.






	 	(z)	 	Intellectual Property.






	 	(i)	 	Except as would not reasonably be expected to result in a
Material Adverse Effect on the Company, the Company and each of the
Subsidiaries owns, or is licensed to use (in each case, free and clear of
any Liens other than Permitted Liens), all material Intellectual Property to
the conduct of its business as currently conducted.




-23-









 












	 	(ii)	 	The use of any Intellectual Property by the Company and
Subsidiaries does not, to the Company’s Knowledge, infringe on or otherwise
violate the rights of any Person and is in accordance with any applicable
license pursuant to which the Company or any of its Subsidiaries acquired
the right to use any Intellectual Property, except for such infringement or
violation as would not reasonably be expected to result in a Material
Adverse Effect.
	 
	 	(iii)	 	To the Company’s Knowledge, no Person is challenging,
infringing on or otherwise violating any right of the Company or any of its
Subsidiaries with respect to any material Intellectual Property owned by or
licensed to the Company or its Subsidiaries.
	 
	 	(iv)	 	To the Company’s Knowledge, neither the Company nor any
of its Subsidiaries has received any notice of any pending material claim
with respect to any material Intellectual Property used by the Company or
any of its Subsidiaries and no such material claim has been threatened.
	 
	 	(v)	 	To the Company’s Knowledge, no Intellectual Property owned or licensed
by the Company or any its Subsidiaries is being used or enforced in a manner
that would reasonably be expected to result in the abandonment, cancellation
or unenforceability of such Intellectual Property, except for abandonment,
cancellation or unenforceability as would not reasonably be expected to
result in a Material Adverse Effect.






	 	 	 	For the purposes of this Agreement, “Intellectual Property” shall mean
trademarks, service marks, brand names, certification marks, trade dress and
other indications of origin, the goodwill associated with the foregoing and
registrations in any jurisdiction of, and applications in any jurisdiction to
register, the foregoing, including any extension, modification or renewal of any
such registration or application; inventions, discoveries and ideas, whether
patentable or not, in any jurisdiction; patents, applications for patents
(including divisions, continuations, continuations in part and renewal
applications), and any renewals, extensions or reissues thereof, in any
jurisdiction; nonpublic information, trade secrets and confidential information
reduced to writing and rights in any jurisdiction to limit the use or disclosure
thereof by any Person; writings and other works, whether copyrightable or not, in
any jurisdiction; and registrations or applications for registration of
copyrights in any jurisdiction, and any renewals or extensions thereof; and any
similar intellectual property or proprietary rights.




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	 	(aa)	 	Insurance. The Company and each of the Company Significant
Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as the Company believes to be commercially
reasonable in the businesses and locations in which the Company and the Company
Significant Subsidiaries are engaged. To the Company’s Knowledge, the Company and its
Company Significant Subsidiary will be able to renew their respective existing
insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business.
	 
	 	(bb)	 	Transactions With Affiliates and Employees. None of the officers or
directors of the Company or the Company Significant Subsidiaries is presently a party
to any transaction with the Company or a Company Significant Subsidiary or to a
presently contemplated transaction (other than for services as officers and
directors) that would be required to be disclosed pursuant to Item 404 of Regulation
S-K promulgated under the Securities Act.
	 
	 	(cc)	 	Brokers and Finders. Neither the Company nor any Company
Significant Subsidiary nor any of their respective officers, directors or employees
has employed any broker or finder or incurred any liability for any financial
advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder
has acted, directly or indirectly, for the Company or any Company Significant
Subsidiary, in connection with the transactions contemplated by this Agreement.
	 
	 	(dd)	 	Offering of Shares. Neither the Company nor any person acting on
its behalf has taken any action (in connection with any offering of any securities of
the Company (including the Rights Offering and the Subsequent Offering) under
circumstances which would require the integration of such offering with the offering
of any of the Shares to be issued pursuant to this Agreement under the Securities Act
and the rules and regulations of the SEC promulgated thereunder), which would subject
the offering, issuance or sale of any of the Shares to the registration requirements
of the Securities Act.
	 
	 	(ee)	 	Listing and Maintenance Requirements. The Company’s Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to terminate the registration of the Common Stock under
the Exchange Act nor has the Company received any written notification that the SEC
is contemplating terminating such registration. The Company has not, in the 12 months
preceding the date hereof, received written notice from the Principal Trading Market
to the effect that the Company is not in compliance with the listing or maintenance
requirements of the Principal Trading Market. The Company’s Common Stock is listed
on the Principal Trading Market, and to the Company’s Knowledge, the Company and




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	 	 	 	its Common Stock meet the criteria for continued listing and trading on the
Principal Trading Market.






	 	(ff)	 	Investment Company. Neither the Company nor any of the Company
Significant Subsidiaries is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.
	 
	 	(gg)	 	No General Solicitation. Neither the Company nor any of its
Affiliates nor any person acting on its or their behalf, has engaged or will engage,
in connection with the offering of the Shares, in any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the Securities Act.
	 
	 	(hh)	 	No Directed Selling Efforts. Neither the Company nor any of its
Affiliates nor any person acting on its or their behalf, has engaged or will engage
in any “directed selling efforts,” as such term is defined in the Reg S, with respect
to the Shares.
	 
	 	(ii)	 	Books and Records. The books of account, minute books, stock
record books and other records of the Company and the Company Significant
Subsidiaries are complete and correct in all material respects and have been
maintained in accordance with the requirements of Section 13(b)(2) of the Exchange
Act.






	3.4.	 	Representations and Warranties of the Purchaser. Except as Previously Disclosed, the
Purchaser hereby represents and warrants as of the date hereof and as of Closing Date (except
in each case to the extent made only as of a specified date, in which case as of such date) to
the Company as follows:






	 	(a)	 	Organization; Authority. The Purchaser is duly organized and
validly existing under the laws of Korea, is duly qualified to do business and is in
good standing in all jurisdictions where its ownership or leasing of property or the
conduct of its business requires it to be so qualified and failure to be so qualified
would have a Material Adverse Effect on Purchaser, with the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder. The execution,
delivery and performance by the Purchaser of the transactions contemplated by this
Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Purchaser, no further
corporate action is required by the Purchaser in connection therewith other than in
connection with the Regulatory Approvals. This Agreement upon delivery will have
been duly and validly executed by the Purchaser, and, assuming due authorization,
execution and delivery of the Agreement by the Company, will constitute (when
delivered in accordance with the terms hereof) the valid and binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with its terms, except
as such enforceability may be limited by bankruptcy,




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	 	 	 	insolvency, reorganization, moratorium, fraudulent transfer or similar laws
relating to, or affecting creditors’ generally or by general equitable principles
(whether applied in law or equity).






	 	(b)	 	No Conflicts. The execution, delivery and performance by the
Purchaser of this Agreement and the consummation by the Purchaser of the transactions
contemplated hereby (including, without limitation, the issuance, sale and delivery
of the Shares) do not and will not (i) subject to the approval of the Stockholders
Proposals, conflict with or violate any provisions of the Purchaser’s certificate or
articles of incorporation or bylaws or otherwise result in a violation of the
organizational documents of the Purchaser; (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would result in a
default) under, result in the creation of any Lien (other than Permitted Liens) upon
any of the properties or assets of the Purchaser or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any note, bond, mortgage indenture deed of trust, license,
lease, agreement or other instrument or obligation to which the Purchaser is subject;
or (iii) subject to Section 3.4(e) below, conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction
applicable to the Purchaser or by which any property or asset of the Purchaser is
bound or affected, except in the case of clauses (ii) and (iii) such as would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. There are no stockholders agreements, voting agreements or other similar
arrangements with respect to the Purchaser’s capital stock to which the Purchaser is
a party or, to the Purchaser’s Knowledge, between or among any of the Purchaser’s
stockholders.
	 
	 	(c)	 	Investment Intent. The Purchaser acknowledges that the Shares have
not been registered under the Securities Act or under any state securities laws. The
Purchaser (i) is acquiring the Shares pursuant to an exemption from registration
under the Securities Act solely for investment with no present intention to
distribute any of the Share to any Person; (ii) will not sell or otherwise dispose of
any of the Shares, except in compliance with the registration requirements or
exemption provisions of the Securities Act and any other applicable securities laws,
(iii) has such knowledge and experience in financial and business matters and in
investments of this type and that it is capable of evaluating the merits and risks of
its investment in the Shares and of making an informed investment decision; and (iv)
is an “accredited investor” (as that term is defined by Rule 501 of the Securities
Act).
	 
	 	(d)	 	Ownership. As of the date of this Agreement, the Purchaser is not
the owner of record or the beneficial owner of shares of Common Stock, securities
convertible into or exchangeable for Common Stock or any other equity or
equity-linked security of the Company or any of its Subsidiaries.




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	 	(e)	 	Knowledge as to Conditions. As of the date of this Agreement, the
Purchaser has no actual knowledge of any reason why the Regulatory Approvals should
not be obtained. Without limiting the scope of the foregoing, Purchaser’s U.S.
controlled insured depository institutions are currently considered by their
applicable regulatory authorities to be no less than in satisfactory compliance with
the Community Reinvestment Act, Bank Secrecy Act and Anti-Money Laundry Legislation,
and the rules and regulations issued thereunder, and upon consummation of the sale of
the Shares and thereafter, the Company’s Significant Subsidiaries will not be subject
to risk of cross guarantee liability under §5(e) of the Federal Deposit Insurance Act
(12 U.S.C. §1815(e)) with Woori America Bank or any other insured depository
institutions in the United States controlled by the Purchaser.
	 
	 	(f)	 	Brokers and Finders. Neither the Purchaser nor its Affiliates or
any of their respective officers, directors or employees has employed any broker or
finder or incurred any liability for any financial advisory fees, brokerage fees,
commissions or finder’s fees, and no broker or finder has acted directly or
indirectly for the Purchaser, in connection with the transactions contemplated
hereby.
	 
	 	(g)	 	Independent Investment Decision. The Purchaser has independently
evaluated the merits of its decision to purchase the Shares pursuant to this
Agreement, and the Purchaser confirms that it has not relied on the advice of any
other person’s business and/or legal counsel in making such decision. The Purchaser
understands that nothing in this Agreement or any other materials presented by or on
behalf of the Company by the Purchaser in connection with the purchase of the Shares
constitutes legal, tax or investment advice. The Purchaser has consulted such legal,
tax and investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its decision to purchase the Shares.
	 
	 	(h)	 	No Reliance. The Purchaser is not relying upon, and has not relied
upon, any statement, representation or warranty made by any person, including,
without limitation, the Company, Cappello Capital Corp. or IWL Partners except for
the statements, representations and warranties contained in this Agreement.
Furthermore, the Purchaser acknowledges and agrees that neither Cappello Capital
Corp. nor IWL Partners has performed any due diligence review on behalf of the
Purchaser. The Purchaser understands and agrees that any budgets, plans, forecasts
and other forward-looking information with respect to the Company and the Company
Significant Subsidiaries that it has reviewed are preliminary, may be incomplete and
may prove to be inaccurate and the Purchaser should not base any investment decision
with respect to the Shares on such information.




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	 	(i)	 	Access to Information. The Purchaser acknowledges that it has had
the opportunity to review information relating to the Company and the Company
Significant Subsidiaries and has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Shares and
the merits and risks of investing in the Shares; (ii) access to information about the
Company and the Company Significant Subsidiaries and their respective financial
condition, results of operations, business, properties, management and prospects
sufficient to enable it to evaluate its decision to purchase the Shares and thereby
invest in the Company; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or
expense that is necessary to make an informed investment decision with respect to the
investment. The Purchaser has sought such accounting, legal and tax advice as it has
considered necessary and appropriate to make a reasonably informed decision with
respect to its acquisition of the Shares.
	 
	 	(j)	 	No Concerted Action. The Purchaser is not acting in concert with,
or deemed to be acting in concert (pursuant to Federal Reserve regulations) with any
other person or entity in connection with the transactions contemplated by this
Agreement and in furtherance thereof:






	 	(1)	 	The Purchaser is not a party to any agreement, contract,
understanding, relationship or other arrangement, whether written or
otherwise, regarding the acquisition, voting or transfer of control of the
Common Stock.
	 
	 	(2)	 	The Purchaser has not made, and does not propose to make
a joint filing under Section 13 or 14 of the Exchange Act with respect to
the Common Stock.






	 	(k)	 	Regulation S. The Purchaser (i) is not a “U.S. person” (as
defined in Rule 902(k) of Regulation S (“Reg S”) under the Securities Act)
and is not acquiring the Shares for the account or benefit of any U.S. person, (ii)
has its principal address outside the United States, (iii) was located outside the
United States at the time any offer to buy the Shares was made to the Purchaser and
at the time that the Purchaser executed and entered into this Agreement, (iv) is not
acquiring, and has not entered into any discussions regarding the offer or the sale
of the Shares while the Purchaser was in the United States or any of its territories
or possessions, (v) has not and will not engage in any “directed selling efforts”, as
such term is defined in Reg S, with respect to the Shares, and (vi) will not offer or
re-sell the Shares, except in compliance with Reg S.
	 
	 	(l)	 	Offering of the Shares. To the Purchaser’s actual knowledge, no
controlling shareholder, partner or management official of the Purchaser or any
Affiliate of




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	 	 	 	the Purchaser is directly or indirectly acquiring Common Stock in connection with
the transactions contemplated by this Agreement, the Rights Offering, the
Subsequent Offering or otherwise.






	 	(m)	 	Sufficient Funds. The Purchaser currently has the ability to
obtain and will have obtained prior to the Closing Date, sufficient cash, available
lines of credit or other sources of immediately available funds to enable it to
timely deliver to the Company the amount of the aggregate Purchase Price for the
Shares to be purchased pursuant to this Agreement.





ARTICLE IV

COVENANTS





	4.1.	 	Filings; Other Actions






	 	(a)	 	Each of the Purchaser and the Company will cooperate and consult with the
other and use its best efforts to prepare and file as soon as possible all necessary
documentation, to effect all necessary applications, notices, petitions, filings and
other documents, and to obtain all necessary permits, consents, orders, approvals and
authorizations of, or any exemption by, all third parties and Governmental Entities,
and expiration or termination of any applicable waiting periods, necessary or
advisable to consummate the transactions contemplated by this Agreement and to
perform covenants contemplated by this Agreement. As soon as practicable following
the execution of this Agreement, but in no event later than thirty (30) calendar days
from the date of this Agreement, the Purchaser shall seek all governmental and
regulatory consents and approvals required for the consummation of the transaction
contemplated by this Agreement (the “Regulatory Approvals”), including,
without limitation, any approvals required by U.S. federal regulatory and government
agencies, including the Korean Financial Services Commission and the Board of
Governors of the Federal Reserve System (the “FRB”) and all applicable state
bank and other regulatory or government agencies, including the CDFI and CDI. The
Purchaser shall provide the Company with the draft applications, other than materials
filed in connection therewith under a claim of confidentiality, to the FRB, CDFI and
for comment by the Company as soon as practicable (but in no event later than fifteen
(15) Business Days from the date of this Agreement) and the Company shall provide its
comments as promptly as possible after receiving the draft applications from the
Purchaser (but in no event later than three (3) business days from the date of
receipt of the draft applications). Each of the Company and the Purchaser shall keep
the other party advised as to the status of the Regulatory Approvals. The Purchaser
shall use its reasonable best efforts to obtain each such Regulatory Approval as
promptly as practicable following the submission or filing thereof. The Company will
provide reasonable cooperation and assistance in connection therewith (including the




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	 	 	 	furnishing of any information and any reasonable undertaking or reasonable
commitments which may be required to obtain the Regulatory Approvals).






	 	(b)	 	As soon as practicable after the execution of this Agreement, the Company
shall call a meeting of its stockholders, to vote on proposals (collectively, the
“Stockholder Proposals”) to approve (i) the amendment to the Company’s
certificate of incorporation to increase the authorized number of common stock to 500
million shares and (ii) the transactions contemplated by this Agreement (including
the issuance of the Shares). The Board of Directors shall unanimously recommend to
the Company’s stockholders that such stockholders approve the Stockholder Proposals
(the “Board Recommendation”). In connection with such meeting, the Company
shall promptly prepare (and the Purchaser will reasonably cooperate with the Company
to prepare) and file (but in no event more than 30 days following the execution of
this Agreement) with the SEC a preliminary proxy statement, shall use its best
efforts to solicit proxies for such stockholder approval and shall use its best
efforts to respond to any comments of the SEC or its staff and to cause a definitive
proxy statement related to such stockholders’ meeting to be mailed to the Company’s
stockholders as promptly as practicable after clearance by the SEC. The Company
shall notify the Purchaser promptly of the receipt of any comments from the SEC or
its staff with respect to the proxy statement and of any request by the SEC or its
staff for amendments or supplements to such proxy statement or for additional
information and will supply the Purchaser with copies of all correspondence between
the Company or any of its representatives, on the one hand, and the SEC or its staff,
on the other hand, with respect to such proxy statement. If at any time prior to
such stockholders’ meeting there shall occur any event that is required to be set
forth in an amendment or supplement to the proxy statement, the Company shall as
promptly as practicable prepare and mail to its stockholders such an amendment or
supplement. Each of the Purchaser and the Company agrees promptly to correct any
information provided by it or on its behalf for use in the proxy statement if and to
the extent that such information shall have become false or misleading in any
material respect, and the Company shall as promptly as practicable prepare and mail
to its stockholders an amendment or supplement to correct such information to the
extent required by applicable laws and regulations. The Company shall consult with
the Purchaser prior to mailing any proxy statement, or any amendment or supplement
thereto, and provide the Purchaser with reasonable opportunity to comment thereon.
The directors’ recommendation described in this Section 4.1(c) shall be included in
the proxy statement filed in connection with obtaining such stockholder approval.
	 
	 	 	 	In the event the Company fails to obtain stockholder approval of the Stockholder
Proposals at such stockholders’ meeting, the Company shall include a proposal to
approve (and, the Board of Directors shall unanimously recommend approval of)
such Stockholder Proposal(s) at a subsequent meeting




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	 	 	 	of its stockholders to be held no later than 90 calendar days therefrom.
Immediately upon approval of the Stockholder Proposals, the Company shall amend
its Certificate of Incorporation to effect the increase in the authorized shares
of Common Stock.






	 	(c)	 	Subject to Section 4.2 hereof, each party agrees, upon request, to furnish
the other party with all information concerning itself, its subsidiaries, Affiliates,
directors, officers, partners and stockholders and such other matters as may be
reasonably necessary or advisable in connection with the proxy statement relating to
such stockholders’ meeting.






	4.2.	 	Confidentiality.






	 	(a)	 	Each party to this Agreement will hold, and will cause its respective
subsidiaries and their directors, officers, employees, agents, consultants and
advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is
necessary in connection with any necessary regulatory approval or unless compelled to
disclose by judicial or administrative process or, in the written opinion of its
counsel, by other requirement of law or the applicable requirements of any
Governmental Entity, all nonpublic records, books, contracts, instruments, computer
data and other data and information (collectively, “Information”) concerning
the other party hereto furnished to it by such other party or its representatives
pursuant to this Agreement (except to the extent that such information can be shown
to have been (i) previously known by such party on a non-confidential basis, (ii) in
the public domain through no fault of such party or (iii) later lawfully acquired
from other sources by the party to which it was furnished), and neither party hereto
shall release or disclose such Information to any other Person, except its auditors,
attorneys, financial advisors, other consultants and advisors and, to the extent
permitted above, to bank regulatory authorities.
	 
	 	(b)	 	In the event of the termination of this Agreement, each party agrees that
it shall not use or disclose, and shall cause its Affiliates not to use or disclose
the Information of the other party for any purpose, including the solicitation of
customers or business of the other party, for a period of two (2) years.
	 
	 	(c)	 	Notwithstanding the foregoing, nothing herein shall require the Company or
any Company Subsidiary to disclose any information to the extent (i) prohibited by
applicable law or regulation, or (ii) that such disclosure would reasonably be
expected to cause a violation of any agreement to which the Company or any Company
Subsidiary is a party or would cause a risk of a loss of privilege to the Company or
any Company Subsidiary (provided that the Company shall use commercially reasonable
efforts to make appropriate substitute disclosure arrangements under circumstances
where the restrictions in this clause (ii) apply).




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	4.3.	 	Cash-Out Merger Limitation. The Purchaser agrees that for a period of three years
from the Closing Date, that neither it nor any of its Affiliates will, directly or indirectly,
effect a “cash-out merger” or other similar transaction, unless (i) (A) no less than a
majority of the Disinterested Directors of the Company (as defined in the Company’s
Certificate of Incorporation or Bylaws) approve the terms of such “cash-out merger”, and (B)
approval of the “cash-out merger” or other similar transaction is expressly conditioned upon
the affirmative vote in favor of such “cash-out merger” or other similar transaction by 66
2/3% of the stockholders entitled to vote thereon, and separately by a majority of the
stockholders entitled to vote thereon excluding the vote of Purchaser; or (ii) at the time of
such stockholder vote Purchaser owns at least 90% of the outstanding voting shares of the
Company.






	4.4.	 	Access to Information. From the date hereof until the earlier of the Closing or
termination of this Agreement pursuant to Article VII, the Company will ensure that upon
reasonable notice, the Company and the Company Significant Subsidiaries will afford to the
Purchaser and its representatives (including officers and employees of the Purchaser, and its
counsel, accountants and other professionals retained by the Purchaser) such access during
normal business hours to its books, records, properties and personnel and to such other
information as the Purchaser may reasonably request without undue interference to the ordinary
conduct of the Company’s business and subject to applicable legal and regulatory restrictions.
The Purchaser shall permit the Company and its attorneys, consultants, accountants, lenders,
financial advisors and other agents, between the date hereof and the Closing, without undue
interference to the ordinary conduct of the Purchaser’s business, to have reasonable access
during normal business hours and upon reasonable notice and subject to applicable legal and
regulatory restrictions to information relevant or related directly or indirectly to this
Agreement and the transactions contemplated hereby, including the satisfaction of the closing
conditions set forth in Article VI.






	4.5.	 	Hedging. The Purchaser agrees that, during the six-month period following the
Closing, it shall not, directly or indirectly, enter into any hedging agreement, arrangement
or transaction the value of which is based upon the value of any securities purchased pursuant
to this Agreement, except for transactions involving an index-based portfolio of securities
that includes Common Stock (provided that the value of such Common Stock in such portfolio is
not more than 5% of the total value of the portfolio of securities).





ARTICLE V

OTHER AGREEMENTS OF THE PARTIES





	5.1.	 	Non-Solicitation.






	 	(a)	 	From the date hereof and until the earlier of the Closing Date or the
termination of this Agreement, the Company shall not, and shall not authorize or
permit any




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	 	 	 	of its Subsidiaries and its officers, directors, employees, agents, advisors,
consultants or other representatives (collectively, its
“Representatives”) to, directly or indirectly, (i) solicit, initiate, or
encourage the submission of any Acquisition Proposal (as defined below); (ii)
enter into any agreement or understanding with respect to an Acquisition
Proposal; or (iii) participate in any discussions or negotiations regarding, or
furnish to any Person or entity any information for the purpose of facilitating
the making of, or take any other action to facilitate any inquiries or the making
of, any proposal that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal; provided, however, that notwithstanding any
other provision hereof, the Company may (A) comply with applicable securities
laws and regulations, including, without limitation, the Exchange Act (and Rule
14e-2 promulgated under the Exchange Act with regard to a tender or exchange
offer) and (B) prior to the time its stockholders approve the Stockholders
Proposals, the Company may engage in discussions or negotiations with a third
party who (without any solicitation, initiation or encouragement, directly or
indirectly, of the Company or its Representatives after the date hereof) seeks to
initiate such discussions or negotiations, and may furnish such third party
information concerning the Company and its business if and only to the extent a
third party has first made an Acquisition Proposal that is superior to the
proposal made by the Purchaser and the Board has determined in good faith after
consultation with its financial advisors and legal counsel that failure to take
such action would be inconsistent with its fiduciary duties under applicable law.
Notwithstanding the foregoing, the parties hereto acknowledge, and hereby agree
that, (i) subject to the terms and conditions of this Agreement, the Rights
Offering and Subsequent Offering and any and all action by the Company and its
Representatives in connection therewith shall not be subject to this Section
5.1(a) and (ii) if the Purchaser breaches any term or condition of this Agreement
in a manner that would reasonably be expected to materially impede or preclude
the consummation of the transactions contemplated hereby, the Company shall no
longer be bound by the terms and conditions of this Article V.






	 	(b)	 	The Company will, and will direct its Representatives to, immediately cease
and cause to be terminated all discussions and negotiations that have taken place
prior to the date hereof, if any, with any Persons (other than the Purchaser) with
respect to any Acquisition Proposal. The Company shall promptly advise the Purchaser
of any Acquisition Proposal and inquiries with respect to any Acquisition Proposal,
and provide copies of the same.
	 
	 	(c)	 	Neither the Board nor any committee thereof shall (i) fail to make,
withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or
modify, in a manner adverse to the Purchaser, the Board Recommendation, (ii) approve,
endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or
recommend, any Acquisition Proposal, (iii) make any public statement inconsistent
with the Board Recommendation, or (iv) resolve or agree to take




-34-









 






	 	 	 	any of the foregoing actions (any of the foregoing, an “Adverse
Recommendation Change”). The Company, following receipt of and on account of
an Acquisition Proposal that is superior to the proposal made by the Purchaser,
may make an Adverse Recommendation Change, but only if the Company determines in
good faith, after consultation with outside legal counsel to the Company, that
the failure to take such action would be inconsistent with its fiduciary duties
under applicable law. Nothing contained in this Section 5.01(c) shall prevent
the Company from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange
Act with regard to an Acquisition Proposal; provided, that any such
disclosure (other than a “stop, look and listen” communication or similar
communication of the type contemplated by Section 14d-9(f) under the Exchange
Act) shall be deemed to be a Adverse Recommendation Change unless the Company
expressly publicly reaffirms its Board Recommendation in such communication.






	 	(d)	 	“Acquisition Proposal” means any written offer, proposal, or
indication of interest from any third party(ies) relating to any transaction or
series of related transactions involving any (i) acquisition or purchase by any
person, directly or indirectly, of 10% or more of any series of the Common Stock, or
any tender offer (including a self-tender) or exchange offer that, if consummated,
would result in any person beneficially owning 10% or more of any series of the
Common Stock, (ii) any direct or indirect merger, acquisition, amalgamation,
consolidation, share exchange, business combination, joint venture or other similar
transaction involving the Company or any of its Subsidiaries, which results in the
stockholders of the Company immediately preceding such transaction owning less than
51% of any series of the issued and outstanding voting or equity securities of the
Company after the consummation of such transaction, (iii) any sale, lease, exchange,
transfer, license (other than licenses in the ordinary course of business),
acquisition or disposition of all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole (measured by the lesser of book or fair market
value thereof), (iv) any liquidation, dissolution, recapitalization, extraordinary
dividend or other significant corporate reorganization of the Company or any of its
Subsidiaries, or (v) any issuance by the Company, other than the sale of the Shares
to the Purchaser, which involves the purchase and sale by any person, directly or
indirectly, of 10% or more of any series of the Common Stock at any time. Subject
to the terms and conditions of this Agreement, the Rights Offering and Subsequent
Offering shall not be deemed to be an Acquisition Proposal.






	5.2.	 	Board of Directors. The Purchaser and the Company agree that upon the Closing (i)
the initial Board of Directors upon the Closing shall be comprised of seven (7) directors and
(ii) subject to discussions with the appropriate regulatory authorities and compliance with
applicable law, the Purchaser shall have the right to nominate five (5) directors (the
“Purchaser Nominees”), one of which Purchaser Nominees shall be the CEO/President of
the Company. The Purchaser shall provide the Company with the identities of the




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	 	 	Purchaser Nominees at least 20 calendar days before the Closing Date in order to provide
the Company with sufficient time to provide its stockholders with the notice required by
Exchange Act Rule 14f-1. On the Closing Date, the Company shall cause the resignation of
the directors to be identified by the Company prior to the Closing Date (the
“Resigning Directors”). Pursuant to Section 223 of the Delaware General Corporate
Law and the Company’s bylaws, immediately upon the resignation of the Resigning Directors,
the remaining directors shall appoint the Purchaser Nominees to the Board. Such Purchaser
Nominees shall serve as directors of the Company until the next annual meeting of the
stockholders. So long as the Purchaser holds more than 50% of the then issued and
outstanding Common Stock on a fully diluted basis, it shall have the right to nominate
two-thirds of the Board (rounded to the nearest whole number); provided,
however, that nothing contained herein shall limit the rights of the Purchaser to
nominate or vote on the Board of Directors pursuant to applicable law. Subject to legal
and governance requirements regarding service as directors of the Company, the Board will
recommend to its stockholders the election of the Purchaser Nominees. Upon the death,
resignation, retirement, disqualification or removal from office of any Purchaser Nominee,
the Purchaser shall have right to designate a replacement, which replacement shall satisfy
all legal and governance requirements regarding service as a director of the Company. The
Purchaser shall have the same proportional representation on any committee or subcommittee
of the Board and board of directors of each of the Subsidiaries.






	5.3.	 	Rights Offering and Subsequent Offering. The Company shall, and the Purchaser hereby
acknowledges and agrees that the Company intends to conduct the Rights Offering concurrently
with or followed by the Subsequent Offering as soon as practical following execution and
delivery of this Agreement. The Company and Purchaser hereby agree that, in the aggregate, no
more than US $120 million will be raised from investors other than the Purchaser (the
“Other Investors”) pursuant to the Rights Offering and the Subsequent Offering. The
Rights Offering shall involve the offer of the right to acquire shares of Common Stock to
Other Investors that are existing stockholders of the Company as of a record date set by the
Board and the Subsequent Offering shall involve a registered public offer and sale of shares
of Common Stock to the Other Investors. The price per share of Common Stock offered and sold
to investors in the Rights Offering and the Subsequent Offering shall not be less than the Per
Share Price. The Purchaser shall have the option, at its sole discretion, to purchase up to an
additional US $30 million of shares of Common Stock at the Per Share Price in accordance with
the terms of this Agreement.






	5.4.	 	Restrictions on Sale and Purchase. In connection with the Subsequent Offering, the
Company may offer and sell up to 4.9% of the shares of Common Stock (on a fully-diluted basis,
taking into account the Rights Offering and the Subsequent Offering) to any single investor or
group of investors acting together, other than the Purchaser. To the extent the Company
desires to offer and sell more than 4.9% of the shares of Common Stock (on a fully-diluted
basis, taking into account the Rights Offering and the




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	 	 	Subsequent Offering) to any single investor or group of investors acting together (other
than the Purchaser), it shall consult with the Purchaser. Notwithstanding the foregoing,
in no event shall the Company be permitted to offer and sell more than 9.9% of the shares
of Common Stock at any given time to any single investor or group of investor acting
together (other than the Purchaser) without the prior written consent of the Purchaser.






	5.5.	 	Key Employees. The Company shall use its commercially reasonable efforts to, and
shall cause its Subsidiaries to use their respective commercially reasonable efforts to,
continue to employ the executive officers of the Company and its Subsidiaries after the
Closing.






	5.6.	 	Transfer Restrictions and Legend.






	 	(a)	 	The Purchaser agrees that all certificates or other instruments
representing the Shares subject to this Agreement will bear a legend substantially to
the following effect:
	 
	 	 	 	“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED, OFFERED, SOLD OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO
U.S. PERSONS, EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT AND HEDGING
TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE
CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.”
	 
	 	(b)	 	The Purchaser acknowledges that the Shares are being offered in a
transaction not involving any public offering within the United States within the
meaning of the Securities Act and that the Shares have not been registered under the
Securities Act or any other law of the United States and may not be sold except as
follows. The Purchaser agrees that, if in the future it decides to offer, resell,
pledge or otherwise transfer the Shares, prior to the date that is one year after the
later of the Closing and the last date on which the Company or any Affiliate of the
Company (or any predecessor thereto) was the owner of such Shares (the
“Distribution Compliance Period”), such Shares may be offered, resold,
pledged or otherwise transferred only in accordance with the provisions of Reg S,
pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration. The foregoing restrictions on resale will not apply





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	 	 	 	following the expiration of the Distribution Compliance Period. The Purchaser understands that the Transfer Agent for the Shares will not accept for
registration of transfer any Shares, except upon presentation of evidence
reasonably satisfactory to the Company and the Transfer Agent that the foregoing
restrictions on transfer have been complied with. The Purchaser acknowledges
that the Company reserves the right, prior to any offer, sale or other transfer
of the Shares prior to the Distribution Compliance Period, to require the
delivery of an opinion of counsel, certifications and/or other information
reasonably satisfactory to the Company in order to ensure compliance with the
transfer restrictions imposed by Reg S during the Distribution Compliance Period.
The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Securities Act. The Purchaser further
understands that any certificates representing Shares acquired by the Purchaser
will bear a legend reflecting the substance of this paragraph.






	 	(c)	 	Upon request of the Purchaser, upon receipt by the Company of an opinion of
counsel reasonably satisfactory to the Company to the effect that such legend is no
longer required under the Securities Act or applicable state laws, as the case may
be, the Company shall promptly cause the legend to be removed from any certificate
for any Shares to be so transferred.






	5.7.	 	SEC Filings. In connection with the offer and sale of the Shares, the Company agrees
to make any filings or submit any documents as may be required under the Securities Act and
the Exchange Act and the relevant “blue sky” laws.
	 
	5.8.	 	No Integration. The Company shall not, and shall use its commercially reasonable
efforts to ensure that no Affiliate of the Company shall sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of
the Securities Act) that will be integrated with the offer or sale of the Shares in a manner
that would require the registration under the Securities Act of the sale of the Shares to the
Purchaser.
	 
	5.9.	 	Conduct of Business. From the date hereof until the Closing Date, the Company shall
conduct its business and shall cause its Subsidiaries to conduct their respective businesses
in, and only in, the ordinary course of business and shall use, and shall cause its
Subsidiaries to preserve their respective present business organizations, operations, goodwill
and relationships with third parties. Without limiting the generality of the foregoing, from
the date hereof until the Closing Date, without the prior written consent of the Purchaser
(which consent shall not be unreasonably withheld or delayed), except as expressly permitted
or required by this Agreement or as may be required by any Governmental Entity, the Company
shall not or permit any of its Subsidiaries to do the following:




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	 	(a)	 	declare or pay any dividends on, or make other distributions in respect of,
any of its capital stock;
	 
	 	(b)	 	(i) split, combine or reclassify any shares of its capital stock or issue
or authorize or propose the issuance of any other securities in respect of, in lieu
of or in substitution for shares of its capital stock; (ii) directly or indirectly
repurchase, redeem or otherwise acquire any shares of the capital stock of the
Company, or any securities convertible into or exercisable for any shares of the
capital stock of the Company, or, except pursuant to the Rights Offering, grant any
Person any right to acquire any shares of the capital stock of the Company; or (iii)
issue, deliver, sell, pledge or otherwise encumber or subject to any Lien (other than
Permitted Liens) or authorize or propose the issuance, delivery, sale, pledge or
encumbrance of or the imposition of any Lien (other than Permitted Liens) on, any
shares of its capital stock or any securities convertible into or exercisable for, or
any rights, warrants or options to acquire, any such shares, or enter into any
agreement with respect to any of the foregoing, except, in the case of clause (iii),
for the issuance of the Common Stock in the Subsequent Offering upon the exercise or
fulfillment of rights or options issued or existing pursuant to employee benefit
plans, programs or arrangements, all to the extent outstanding and in existence on
the date of this Agreement, and in accordance with their present terms;
	 
	 	(c)	 	amend its certificate of incorporation, by-laws or other similar governing
documents, or, except as provided in this Agreement, enter into a plan of
consolidation, merger, share exchange, reorganization or similar business combination
with or involving any other Person, or a letter of intent or agreement in principle
with respect thereto;
	 
	 	(d)	 	except for loans or commitments for loans that have previously been
approved by the Company prior to the date of this Agreement, (i) make or acquire any
loan or issue a commitment for any loan except for loans and commitments that are
made in the ordinary course of business and with a principal balance of US $2,000,000
or less, (ii) take any action that would result in any discretionary releases of
collateral or guarantees or otherwise restructure any loan or commitment for any loan
with a principal balance in excess of US $1,000,000, (iii) incur any indebtedness for
borrowed money other than deposit liabilities, Federal Home Loan Bank advances and
the FRB federal discount window and reverse repurchase agreements, in each case,
entered into in the ordinary course of business consistent with past practice and
with a final maturity of one year or less, or (iv) guarantee or agree to guarantee,
or endorse or assume responsibility for, the obligations of any Person (other than
the endorsement of checks and other negotiable instruments in the normal process of
collection, the issuance of standby letters of credit and trade letters of credit and
reimbursement of any of its Subsidiaries’ operating expenses, including, but not
limited to, tax payments and expenses related to the Transaction);




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	 	(e)	 	change its methods of accounting in effect at December 31, 2009 except as
required by changes in GAAP or regulatory accounting principles as concurred to by
the Company’s independent auditors;
	 
	 	(f)	 	except for contractual obligations existing on the date hereof as set forth
in Schedule 3.3(r), or in the case of non-executive officers and other
employees, for increases in salary or wages in the ordinary course of business, or
for payments pursuant to the Company’s severance and retention plans as set forth in
Schedule 3.3(r): (i) increase the compensation or benefits of any present or
former director, officer or employee of the Company, (ii) establish, adopt, enter
into, amend or terminate any company employment benefit plan, except as required by
applicable law or as required to maintain qualification pursuant to the Code, or
(iii) grant any equity or equity based awards;
	 
	 	(g)	 	except for any sale, disposition or other transfer of certain real estate
owned having a value of US $1,000,000 or less, sell, license, lease, encumber, assign
or otherwise dispose of, or agree to sell, license, lease, encumber, assign or
otherwise dispose of, or abandon or fail to maintain any of its assets, properties or
other rights or agreements material to the business of the Company and its
Subsidiaries, except (i) sales of loans and investment securities in the ordinary
course of business, or (ii) pledges of assets to secure public deposits accepted in
the ordinary course of business;
	 
	 	(h)	 	enter into, create, renew, amend or terminate, fail to perform any material
obligations under, waive or release any material rights under or give notice of a
proposed renewal, amendment, waiver, release or termination of, any contract
agreement or lease to which the Company is a party or by which the Company or its
properties is bound that calls for aggregate annual payments of US $1,000,000 or
more; or make any material change in any of such contracts, agreements or leases,
other than the renewal in the ordinary course of business of any lease the term of
which expires prior to the Closing Date without material changes to the terms
thereof;
	 
	 	(i)	 	except pursuant to agreements or arrangements in effect on the date hereof
and previously provided to the Purchaser, pay, loan or advance any amount to, or
sell, transfer or lease any properties or assets (real, personal or mixed, tangible
or intangible) to, or enter into any agreement or arrangement with, any of its
officers or directors or any of their immediate family members or any affiliates or
associates (as such terms are defined under the Exchange Act) of any of its officers
or directors, except for and transactions in the ordinary course of business based on
criteria applied to and on substantially same terms as those offered to other
customers of the Company and its Subsidiaries;
	 
	 	(j)	 	other than in the ordinary course of business or as required by applicable
law, (i) make any material Tax election, (ii) file any amended Tax return with




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	 	 	 	respect to any material Tax, (iii) change any annual Tax accounting period, (iv)
enter into any closing agreement relating to any material Tax or (v) surrender
any right to claim a material Tax refund;






	 	(k)	 	pay, discharge, settle, compromise or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or otherwise),
including taking any action to settle or compromise any litigation, in each case,
involving monetary damages in excess of US $1,000,000, other than the payment,
discharge, settlement, compromise or satisfaction (i) in the ordinary course of
business, (ii) with respect to the litigation disclosed in Schedule 3.3(o),
or (iii) in accordance with their terms of liabilities reflected or reserved against
in, or contemplated by, the most recent consolidated financial statements (or the
notes thereto) in the SEC Reports filed prior to the date hereof, or agree or consent
to the issuance of any injunction, decree, order or judgment restricting or otherwise
affecting in any material manner its business or operations; and
	 
	 	(l)	 	authorize, commit or agree to do any of the foregoing actions.






	5.10.	 	Indemnification.






	 	(a)	 	Indemnification of Purchaser. The Company will indemnify and hold
the Purchaser and its directors, officers, stockholders, members, employees and
agents (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title), each Person who
controls the Purchaser (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, stockholders, agents,
members or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title)
of such controlling person (each, a “Purchaser Party”) harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation that any such Purchaser Party
may suffer or incur (collectively “Losses”) as a result of any breach of any
of the representations, warranties, covenants or agreements made by the Company in
this Agreement. The Company will not be liable to any Purchaser Party under this
Agreement to the extent, but only to the extent that Losses are attributable to any
Purchaser Party’s breach of any of the representations, warranties, covenants or
agreements made by such Purchaser Party in this Agreement.
	 
	 	(b)	 	Conduct of Indemnification Proceedings. Promptly after receipt by
any Purchaser Party of notice of any demand, claim or circumstances which would or
might give rise to a claim or the commencement of any action, proceeding or
investigation in respect of which indemnity may be sought pursuant to Section




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	 	 	 	5.10(a), such Purchaser Party shall promptly notify the Company in writing and
the Company shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Person, and shall assume the payment
of all fees and expenses in connection therewith; provided,
however, that the failure of any Purchaser Party so to notify the Company
shall not relieve the Company of its obligations hereunder except to the extent
that the Company is actually and materially and adversely prejudiced by such
failure to notify. In any such proceeding, the Purchaser Party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such Purchaser Party unless: (i) the Company and the
Purchaser Party shall have mutually agreed to the retention of such counsel; (ii)
the Company shall have failed promptly to assume the defense of such proceeding
and to employ counsel reasonably satisfactory to such Purchaser Party in such
proceeding; or (iii) in the reasonable judgment of counsel to such Purchaser
Party, representation of both parties by the same counsel would be inappropriate
due to actual and material differing interests between them, in which case the
Company shall only be liable for the legal fees and expenses of one law firm for
all Indemnified Parties, taken together with regard to any single action or group
of related actions. The Company shall not be liable for any settlement of any
proceeding affected without its written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. Without the prior written consent
of the Purchaser Party, which consent shall not be unreasonably withheld, delayed
or conditioned, the Company shall not effect any settlement of any pending or
threatened proceeding in respect of which any Purchaser Party is or could have
been a party and indemnity could have been sought hereunder by such Purchaser
Party, unless such settlement includes an unconditional release of such Purchaser
Party from all liability arising out of such proceeding. If the Company assumes
the defense of any claim, all Purchaser Parties seeking indemnification hereunder
shall use their reasonable commercial efforts to deliver to the Company copies of
all notices and documents (including court papers) received by the Company
relating to the claim, and any Indemnified Party shall reasonably cooperate in
the defense or prosecution of such claim.
	 
	 	(c)	 	The Company shall not be required to indemnify any Purchaser Party pursuant
to Section 5.10(a) with respect to any claim for indemnification for breach of
representations and warranties provided in Section 3.3 unless and until the aggregate
amount of all Losses incurred with respect to all claims pursuant to Section 5.10(a)
exceed $1,000,000 (the “Threshold Amount”); provided,
however, in the event such Losses exceed the Threshold Amount, the Company
shall be responsible for the full amount of such Losses. Notwithstanding the
foregoing, the cumulative indemnification obligation of the Company to the Purchaser
and all of the Purchaser Parties for inaccuracies in or breaches of representations,
warranties, covenants and agreements set forth in this Agreement, shall in no event
exceed the Purchase Price.




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	 	(d)	 	Any claim for indemnification brought pursuant to this Section 5.10 for
breach of any representation or warranty can only be brought on or prior to the first
anniversary of the Closing Date (except that (i) claims for any breach of Sections
3.3(l), (r) and (y) may be brought after the Closing Date and prior to the
60th day after the expiration of the applicable periods of statute of
limitations) and (iii) claims for any breach of Sections 3.3(a)(i), (b)(i) and (g)
may be brought at any time after the Closing; provided that, where
applicable, if a notice of a claim for indemnification pursuant to this Section 5.10
for breach of any representation or warranty is brought prior to the end of such
period, then the obligation to indemnify in respect of such breach shall survive as
to such claim, until such claim shall have been finally resolved.
	 
	 	(e)	 	In the event of any transfer of the Shares to a third party (which for the
avoidance of doubt shall not include any Affiliate of the Purchaser), the Company
shall have no obligations under this Section 5.10 to the transferee. The indemnity
provided for in this Section 5.10 shall be the sole and exclusive monetary remedy of
Purchaser Parties after the Closing for any inaccuracy of any of the representations
and warranties contained in this Agreement or any other breach of any covenant or
agreement contained in this Agreement; provided that nothing herein shall
limit in any way any such parties’ remedies in respect of fraud in connection with
the transactions contemplated hereby.
	 
	 	(f)	 	Any indemnification payments pursuant to this Section 5.10 shall be treated
as an adjustment to the Purchase Price for the Shares for U.S. federal income and
applicable state and local Tax purposes, unless a different treatment is required by
applicable law.





ARTICLE VI

CONDITIONS PRECEDENT TO CLOSING





	6.1.	 	Conditions Precedent to the Obligations of the Purchaser to Purchase Shares. The
obligation of the Purchaser to acquire Shares at the Closing is subject to the fulfillment to
the Purchaser’s reasonable satisfaction, on or prior to the Closing Date, of each of the
following conditions, any of which may be waived by the Purchaser:






	 	(a)	 	Representations and Warranties. The representations and warranties
of the Company set forth in this Agreement shall be true and correct (i) on and as of
the date hereof and (ii) on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing Date
(except for representations and warranties that expressly speak only as of a specific
date or time which need only be true and correct as of such date or time) except in
each of cases (i) and (ii) for such failures of representations and warranties to be
true and correct (without giving effect to any materiality or Material Adverse Effect
qualification or standard contained




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	 	 	 	in any such warranties) which would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on the Company.






	 	(b)	 	Performance. The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by it at or
prior to the Closing Date.
	 
	 	(c)	 	No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any Governmental Entity of competent jurisdiction that prohibits the
consummation of the transactions contemplated by this Agreement.
	 
	 	(d)	 	Consents. The Company and the Purchaser shall have obtained in a
timely fashion any and all consents, permits, approvals (including the Company
stockholders’ approval of the Stockholders Proposals), registrations and waivers
necessary for consummation of the purchase and sale of the Shares, all of which shall
be and remain so long as necessary in full force and effect.
	 
	 	(e)	 	Regulatory Approvals. The Regulatory Approvals shall have been
obtained and shall remain in full force and effect, and all statutory waiting periods
applicable to the transactions contemplated hereby shall have expired or terminated.
	 
	 	(f)	 	Suspensions of Trading. The Common Stock (i) shall be designated
for listing on the Principal Trading Market and (ii) shall not have been suspended,
as of the Closing Date, by the SEC or the Principal Trading Market from trading on
the Principal Trading Market.
	 
	 	(g)	 	Company Deliverables. The Company shall have delivered the Company
Deliverables in accordance with Section 2.2(a).
	 
	 	(h)	 	Compliance Certificate. The Company shall have delivered to the
Purchaser a certificate, dated as of Closing Date, and signed by its Chief Executive
Officer or its Chief Financial Officer, certifying to the fulfillment of the
conditions specified in Sections (a) and (b) in the form attached hereto as
Exhibit C.
	 
	 	(i)	 	No Material Adverse Effect. No Effect shall have occurred that has
had or would reasonably be expected to result in a Material Adverse Effect.
	 
	 	(j)	 	Termination. This Agreement shall not have been terminated in
accordance with Section 7.1 herein.






	6.2.	 	Conditions Precedent to the Obligations of the Company to sell Shares. The Company’s
obligation to sell and issue the Shares at the Closing is subject to the fulfillment to the




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	 	 	reasonable satisfaction of the Company on or prior to the Closing Date of the following
conditions, any of which may be waived by the Company:






	 	(a)	 	Representations and Warranties. The representations and warranties
of the Purchaser set forth in this Agreement shall be true and correct (i) on and as
of the date hereof and (ii) on and as of the Closing Date with the same effect as
though such representations and warranties had been made on and as of the Closing
Date (except for representations and warranties that expressly speak only as of a
specific date or time which need only be true and correct as of such date or time)
except in each of cases (i) and (ii) for such failures of representations and
warranties to be true and correct (without giving effect to any materiality or
Material Adverse Effect qualification or standard contained in any such warranties)
which would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect on the Purchaser.
	 
	 	(b)	 	Performance. The Purchaser shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Purchaser at or prior to the Closing Date.
	 
	 	(c)	 	No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any Governmental Entity of competent jurisdiction that prohibits the
consummation of the transactions contemplated by this Agreement.
	 
	 	(d)	 	Consents. The Company and the Purchaser shall have obtained in a
timely fashion any and all consents, permits, approvals (including the Company
stockholders’ approval of the Stockholders Proposals), registrations and waivers
necessary for consummation of the purchase and sale of the Shares, all of which shall
be and remain so long as necessary in full force and effect.
	 
	 	(e)	 	Regulatory Approvals. The Regulatory Approvals shall have been
obtained and shall remain in full force and effect, and all statutory waiting periods
applicable to the transactions contemplated hereby shall have expired or terminated..
	 
	 	(f)	 	Purchaser Deliverables. The Purchaser shall have delivered its
Purchaser Deliverables in accordance with Section 2.2(b).
	 
	 	(g)	 	Termination. This Agreement shall not have been terminated in
accordance with Section 7.1 herein.





ARTICLE VII

TERMINATION






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	7.1.	 	Right of Termination. This Agreement and the transactions contemplated hereby may be
terminated and abandoned at any time prior to or at the Closing, as follows, and in no other
manner:






	 	(a)	 	By the mutual agreement of the Company and the Purchaser;
	 
	 	(b)	 	By either the Company or the Purchaser if the conditions precedent to such
party’s obligations to close specified in Article VI hereof have not been met or
waived by the Outside Date, provided that a party shall not be entitled to
terminate this Agreement pursuant to this Section 7.1(b), if the failure of
the Closing to occur by such date shall be due to the failure to perform or observe
the covenants or agreements of such party set forth herein by the party seeking to
terminate this Agreement;
	 
	 	(c)	 	By the Purchaser, if the Company shall have breached its obligations under
Section 5.1(a);
	 
	 	(d)	 	By the Company, to enter into an Acquisition Proposal.
	 
	 	(e)	 	By the Company or the Purchaser (i) upon being advised in writing by a
Governmental Entity (or in the case of the Company, the Purchaser) that any of the
Regulatory Approvals will not be granted or obtained on or prior to the Outside Date,
(ii) upon receipt of written notice that any Regulatory Approval has been denied, or
(iii) if the Purchaser has been requested to withdraw any regulatory application that
is required for the transactions contemplated hereby to be consummated
	 
	 	(f)	 	By the Purchaser if the Board of Directors of the Company (i) shall have
made an Adverse Recommendation Change which, has not subsequently been withdrawn,
(ii) shall have failed to make the Board Recommendation referred to in Section 4.1(c)
hereof, withdrawn such recommendation or modified or changed such recommendation in a
manner such that it would constitute an Adverse Recommendation Change, or (iii) shall
have breached its obligations under Section 4.1(c) hereof by failing to call, give
notice of, convene and hold a meeting of its stockholders to vote on the Stockholder
Proposals;
	 
	 	(g)	 	By the Company or the Purchaser, if the Company stockholders’ approval of
the Stockholder Proposals has not been obtained on or prior to the Outside Date.
	 
	 	(h)	 	By the Company or the Purchaser, upon written notice to the other party, in
the event a Governmental Entity of competent jurisdiction shall have enacted, issued,
promulgated, enforced or entered any federal, state, or local law, constitution,
ordinance, code, rule of common law, regulation, statute or treaty or order,
permanent injunction, judgment, doctrine, decree, ruling, writ, assessment or
arbitration award, which is in effect and which prohibits or




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	 	 	 	makes illegal the consummation of the transactions contemplated by this Agreement
or materially alters the terms of this Agreement.






	 	 	 	For the purposes of this Agreement, the term “Outside Date” shall mean July 31,
2010; provided, however, that such date shall be extended for
sixty (60) days (i) if the Company fails to obtain the stockholders approval of
the Stockholders Proposals by July 31, 2010 and both parties believe in good faith
that the stockholders approval will be secured by September 30, 2010, or (ii) if
the Purchaser fails to obtain the Regulatory Approvals by July 31, 2010 and the
Purchaser notifies the Company in writing that it believes in good faith that it
can secure the Regulatory Approvals by September 30, 2010.






	7.2	 	Termination Fee. The Company shall pay the Purchaser an amount equal to five percent
of the Purchase Price (the “Termination Fee”) no later than two (2) Business Days following
the events described below, by wire transfer of immediately available funds to an account specified
by the Purchaser in writing to the Company if:





     (i) the Purchaser terminates this Agreement pursuant to Section 7.1(c) and the Company shall
have entered into an agreement with respect to an Acquisition Proposal within twelve months from
the date of such termination;



     (ii) the Company terminates this Agreement pursuant to Section 7.1(d); or



     (iii) the Purchaser terminates the Agreement pursuant to Section 7.1(f) and the Company shall
have entered into an agreement with respect to an Acquisition Proposal within twelve months from
the date of such termination.




	7.3	 	Notice of Termination. The power of termination provided for by Section 7.1 hereof may
be exercised only by a notice given in writing, as provided in Section 8.3 of this Agreement.
	 
	7.4	 	Effect of Termination. If this Agreement is terminated and the transactions
contemplated by this Agreement are abandoned, either party will not have any liability or further
obligation under this Agreement (other than pursuant to Sections 7.2); provided,
however, that any termination of this Agreement will not relieve a party from liability for
any breach by it of this Agreement prior to the date of the termination.





ARTICLE VIII

MISCELLANEOUS





	8.1.	 	Fees and Expenses. The Company and the Purchaser shall each pay the fees and
expenses of their respective advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party in connection with the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all Transfer
Agent fees, stamp taxes and other taxes and duties levied in connection with the sale and
issuance of the Shares to the Purchaser.




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	8.2.	 	Entire Agreement. This Agreement, together with the Exhibits and Schedules hereto,
contain the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, discussions and representations, oral or
written, with respect to such matters, which the parties acknowledge have been merged into
this Agreement and the Exhibits and Schedules. At or after the Closing, and without further
consideration, the Company and the Purchaser will execute and deliver to the other such
further documents as may be reasonably requested in order to give practical effect to the
intention of the parties under this Agreement.






	8.3.	 	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 (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful
transmission) at the facsimile number specified in this Section prior to 5:00 p.m., Los
Angeles, California time, on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a Trading Day or later than 5:00 p.m.,
Los Angeles, California time, on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service with next day
delivery specified, or (d) 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:

	 	Hanmi Financial Corporation

3660 Wilshire Boulevard

Penthouse A

Los Angeles, California 90010

Telephone No.: (213) 427-5631

Facsimile No.: (213) 384-0990

Attention: Chairman of the Board of Directors
	 
	 	 
	          With a copy to:

	 	Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, California 90064

Attn: Gordon M. Bava, Esq. & Mark J. Kelson, Esq.

Facsimile: (310) 312-4224
	 
	 	 
	          If to a Purchaser:

	 	Woori Finance Holdings Co. Ltd.

203, Hoehyeon-dong 1-ga, Jung-gu

Seoul 100-792

Telephone No.: (822) 2125-2222

Facsimile No.: (822) 2125-2291

Attention: Mr. Ki Hwa Jung






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	          With a copy to:

	 	Kim & Chang

Seyang Building

223 Naeja-dong. Jongno-gu, Seoul 110-720

Telephone No.: +82-2-3703-1283

Facsimile No.: +82-2-737-9091

Attention: Nelson K. Ahn, Esq. & Edward T. Kim, Esq.





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





	8.4.	 	Amendments; Waivers; No Additional Consideration. No provision of this Agreement may
be waived or amended except in a written instrument signed, in the case of an amendment, by
the Company and the Purchaser or, in the case of a waiver, by the party against whom
enforcement of any such waiver is sought. 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.
	 
	8.5.	 	Construction. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The
language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any
party. This Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the Transaction Documents.
	 
	8.6.	 	Successors and Assigns. The provisions of this Agreement shall inure to the benefit
of and be binding upon the parties and their successors and permitted assigns. This Agreement,
or any rights or obligations hereunder, may not be assigned by the Company or the Purchaser
without the prior written consent of the other party.
	 
	8.7.	 	No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.
	 
	8.8.	 	Governing Law; Jurisdiction; and Venue. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within such State. Each of the parties irrevocably agrees that
any legal action or proceeding with respect to this Agreement or for recognition or
enforcement of any judgment in respect of this Agreement shall be brought and determined
exclusively in the Delaware Court of Chancery and any state




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	 	 	appellate court therefrom within the State of Delaware. Each of the parties hereto
irrevocably submits with regard to any such action or proceeding for itself and in respect
of its property, generally and unconditionally, to the personal jurisdiction of such
courts and agrees that it will not bring any action relating to this Agreement in any
court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and
agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding
with respect to this Agreement (a) any claim that it is not personally subject to the
jurisdiction of the above named courts for any reason, (b) any claim that it or its
property is exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to
the fullest extent permitted by the applicable law, any claim that (i) the suit, action or
proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper or (iii) this Agreement or the subject matter hereof or
thereof, may not be not enforced in or by such courts. Each of the parties hereto
irrevocably consents to the service of process out of the Delaware Court of Chancery and
any state appellate court therefrom within the State of Delaware in any such action or
proceeding by the mailing of copies thereof by registered mail, postage prepaid, to its
address set forth in Section 7.7 of this Agreement, such service of process to be
effective upon acknowledgement of receipt of such registered mail. Nothing herein shall
affect the right of any party to serve process in any other manner permitted by applicable
law.






	8.9.	 	Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY
	 
	8.10.	 	Survival Each of the representations and warranties set forth in this Agreement
shall survive until the date that is the first anniversary of the Closing (or until final
resolution of any claim or action arising from the breach of any such representation and
warranty, if notice of such breach was provided prior to the end of such period) and
thereafter shall expire and have no further force and effect; provided, that the
representations and warranties set forth in Sections 3.3(l), (r) and
(y) shall survive until the 60th day after the expiration of the applicable periods of
statute of limitations and the representations and warranties set forth in Sections
3.3(a)(i), (b)(i) and (g) shall survive indefinitely. Except as otherwise provided herein, all
covenants and agreements contained herein shall survive for the duration of any statutes of
limitations applicable thereto or until, by their respective terms, they are no longer
operative.
	 
	8.11.	 	Execution. This Agreement may be executed in two or more counterparts, all of which
when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, or by e-mail delivery of a




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	 	 	”.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile signature page were an original thereof.






	8.12.	 	Severability. If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and
provisions of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this
Agreement.
	 
	8.13.	 	Specific Performance. The parties agree that irreparable damage would occur in the
event that provisions contained in this Agreement are not performed in accordance with their
specific terms or were otherwise breached and that the parties would not have any adequate
remedy at law. It is accordingly agreed that the parties shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement (including the parties’ obligation to consummate this Agreement
subject to the terms of this Agreement) exclusively in the Delaware Court of Chancery and any
state appellate court therefrom within the State of Delaware. Any requirements for the
securing or posting of any bond with respect to any such remedy is hereby waived. The
foregoing is in addition to any other remedy to which any party is entitled to at law, in
equity or otherwise. Each of the parties hereto hereby waives any defenses in any action for
specific performance, including the defense that a remedy at law would be adequate. If any
party brings any action to enforce specifically the performance of the terms and provisions
hereof by any other party, the Outside Date shall automatically be extended by (x) the amount
of time during which such action is pending, plus twenty (20) business days or (y) such other
time period established by the Delaware court presiding over such action.
	 
	8.14.	 	Payment Set Aside. To the extent that the Company makes a payment or payments to
the Purchaser pursuant to this Agreement or the Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or
any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.
	 
	8.15.	 	Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained
in (and without limiting any similar provisions of) this Agreement, whenever any Purchaser
exercises a right, election, demand or option under this Agreement and the




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	 	 	Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to
time upon written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights.






	8.16.	 	Public Announcements. Subject to each party’s disclosure obligations imposed by law
each of the parties hereto will cooperate with each other in the development and distribution
of all news releases and other public information disclosures with respect to this Agreement
and the transactions contemplated by this Agreement, and no party hereto will make any such
new release or public disclosure without first consulting with the other party hereto.





[Signature Page Follows]









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     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	 	WOORI FINANCE HOLDINGS CO. LTD.

 	 
	 	By:  	/s/ Pal-Seung Lee 	 
	 	 	Pal-Seung Lee 	 
	 	 	Chairman and Chief Executive Officer 	 
	 
	 	HANMI FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Joseph K. Rho 	 
	 	 	Joseph K. Rho 	 
	 	 	Chairman of the Board