exv10w1






Exhibit 10.1



CONFIDENTIAL




HANMI FINANCIAL CORPORATION




Common Stock Purchase Agreement



June 27, 2011



WOORI INVESTMENT & SECURITIES

23-4 Yoido-dong Youngdungpo-gu

Seoul 150-725 Korea



Ladies and Gentlemen:




     Hanmi Financial Corporation, a Delaware corporation (the “Company”), proposes to issue
and sell to you (the “Purchaser”) that number of shares of common stock, par value $0.001
per share (the “Common Stock”), of the Company as determined pursuant to the calculation
set forth in Section 1(a) below (the “Shares”). The issuance and sale to the Purchaser of
the Shares is to be consummated immediately subsequent to the closing of the issuance and sale of
shares of the Company’s Common Stock in its proposed public offering (the “Public
Offering”) pursuant to an Underwriting Agreement to be entered into by and between the Company
and FBR Capital Markets & Co. (the “Underwriter”). Such Underwriting Agreement, in the
form executed by the Company and the Underwriter in connection with the Public Offering, is
referred to herein as the “Underwriting Agreement”.



     The Company has filed with the Securities and Exchange Commission (the “SEC”), a
registration statement on Form S-3 (No. 333-163206) including a prospectus (the “Registration
Statement”), for the registration of the shares to be sold in the Public Offering (the
“Public Offering Shares”) under the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations thereunder (the “Securities Act Regulations”).
The term “Base Prospectus” means the prospectus dated November 30, 2009 included in the
Registration Statement, including all information incorporated by reference therein. The term
“Prospectus Supplement” means the final prospectus supplement specifically relating to the
Public Offering Shares in the form first filed with the SEC pursuant to Rule 424 under the
Securities Act, including all information incorporated by reference therein. The term
“Prospectus” means the Base Prospectus together with the Prospectus Supplement. The term
“Preliminary Prospectus” means the preliminary form of the Prospectus in the form filed
with the SEC in connection with the Public Offering pursuant to Rule 424 of the Securities Act
Regulations.



     1. Purchase of the Shares by the Purchaser.




          (a) The Company agrees to issue and sell the Shares to the Purchaser as provided in this
agreement (the “Agreement”), and the Purchaser agrees to purchase from the Company the
Shares at a price per share (the “Purchase Price”) equal to the per share public offering
price in the Public Offering (prior to any underwriting discounts and commissions) (the
“Offering Price”). The number of shares to be sold by the Company and purchased by the
Purchaser shall equal that number of shares equal to 4.9 percent of the Company’s issued and






 









 







outstanding Common Stock (after taking into account the issuance of the shares in the Public
Offering); provided, however, if such share amount shall result in the Purchaser becoming the
single stockholder of record or beneficial owner of the largest amount of the Company’s outstanding
Common Stock at the closing (after taking into account the issuance of the shares in the Public
Offering), then the number of shares to be sold by the Company and purchased by the Purchaser shall
be reduced by a number such that the Purchaser becomes the stockholder of record or beneficial
owner of one (1) share less than the stockholder of the second largest amount of the Company’s
outstanding Common Stock at the closing.




          (b) Payment for the Shares shall be made by wire transfer in immediately available funds to
the account specified by the Company to the Purchaser, at the location and at the time of the
closing of the Public Offering, subject to the satisfaction of the conditions set forth herein. The
time and date of such payment for the Shares is referred to herein as the “Closing Date”.
On the Closing Date, the Company shall deliver to the Purchaser a certificate executed by an
officer of the Company specifying the exact number of shares that are being purchased by the
Purchaser and the purchase price that is being paid therefor.




     Payment for the Shares to be purchased on the Closing Date shall be made against delivery to
the Purchaser of the Shares registered in the name of the Purchaser, which Shares shall be
uncertificated shares.



     2. Registration Rights.
In connection with the purchase of the Shares, the Purchaser and the Company agree to enter
into a Registration Rights Agreement containing customary terms and provisions for the resale
registration of securities purchased in a private placement (the “Rights Agreement”),
solely for the purpose of providing the Purchaser with registration rights with respect to the
Shares; provided, however, the Rights Agreement shall provide (i) a covenant by the Company to file
the resale registration statement within 45 calendar days following the receipt by the Company of a
notice from Purchaser exercising its registration right (the “Demand Notice”) in the case
of any registration eligible to made on Form S-3 or comparable form, or within 60 calendar days
following the receipt of the Demand Notice by the Company in the case of any registration made on
Form S-1 or comparable form; and (ii) a covenant by the Company to use its commercially reasonable
efforts to cause the registration statement to be declared effective by the SEC as soon as
practicable.



     3. Representations and Warranties of the Company.
The Company hereby represents and warrants to the Purchaser as of the date hereof and as of
the Closing Date (except for the representations and warranties that specify that they are made as
of the date that the Underwriting Agreement is entered into by the Company and the Underwriter (the
“UA Execution Date”) and as of the Closing Date, which shall be made as of the UA Execution
Date and as of the Closing Date):



          (a) Organization and Qualification. The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its business as now
conducted, and has been duly qualified as a foreign corporation for the transaction of business and
is in good standing under the laws of each jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except where the failure






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to so qualify or be in good standing in any such jurisdiction would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this
Section 3, “Material Adverse Effect” means any material adverse change, or any development
involving a prospective material adverse change, (i) in or affecting the general affairs,
management, consolidated financial position, consolidated stockholders’ equity or consolidated
results of operations of the Company and its subsidiaries, taken as a whole, or (ii) that could
adversely affect, prevent or delay, in any material respect, the ability of Company to perform any
of its covenants or obligations under this Agreement or the Rights Agreement, or to consummate the
sale and issuance of the Shares or the other transactions contemplated hereby and thereby.




          (b) Authorization; Enforceability. The Company has the requisite corporate power and
authority to enter into this Agreement and the Rights Agreement and to perform its obligations
hereunder and thereunder. All corporate action on the part of the Company, its officers, directors
and stockholders necessary for the authorization, execution and delivery of this Agreement and the
Rights Agreement, the performance of all obligations of the Company hereunder and thereunder, and
the authorization, issuance and delivery of the Shares has been taken and no other corporate
proceedings on the part of the Company, its officers, directors or stockholders are necessary to
authorize and approve this Agreement, the Rights Agreement or the transactions contemplated hereby
and thereby. Each of this Agreement and the Rights Agreement has been duly executed and delivered
by the Company and constitutes (or will constitute at the Closing Date) the valid and legally
binding obligations of the Company, enforceable against the Company in accordance with its terms
(i) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and any other laws of general application affecting enforcement of creditors’ rights
generally, and as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, or (ii) to the extent the indemnification provisions contained
in the Rights Agreement may be limited by applicable federal or state securities laws.




          (c) Valid Issuance of Shares. The Shares have been duly authorized and, when issued
and delivered against payment therefor as provided herein, will be validly issued and fully paid
and non-assessable, and as of the UA Execution Date and the Closing Date will conform to the
description of the Company’s Common Stock contained in the Prospectus.




          (d) No Conflicts. The issue and sale of the Shares, the compliance by the Company with
this Agreement and the Rights Agreement and the consummation of the transactions herein and therein
contemplated will not (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which any of the property
or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the Certificate of Incorporation or Bylaws of the Company, each as amended to date,
or (iii) result in any violation of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any
of their properties, except in the case of (i) and (iii), as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval,
authorization, order, registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Shares by the






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Company or the consummation by the Company of the transactions contemplated by this Agreement
or the Rights Agreement, except (A) such consents, approvals, authorizations, orders, registrations
or qualifications as may be required under Regulation D of the Securities Act of 1933, as amended
(the “Securities Act”), state securities or Blue Sky laws, or (B) where the failure to
obtain any such consent, approval, authorization, order, registration or qualification would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          (e) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in
violation of its Certificate of Incorporation or Bylaws, each as amended to date, or (ii) in
default in the performance or observance of any obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties may be bound, except in
the case of (ii) for such defaults as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.




          (f) Description of Capital Stock. As of the UA Execution Date and as of the Closing
Date, the statements set forth in the Prospectus under the caption “Description of Capital Stock”,
insofar as they purport to constitute a summary of the terms of the Company’s capital stock, are
accurate, complete and fair in all material respects.




          (g) Broker. The Company has not, and no director, officer or employee of it has,
employed any broker or finder, or incurred or will incur any broker’s, finder’s or similar fees,
commissions or expenses, in each case in connection with the transactions contemplated by this
Agreement.




          (h) Registration Statement.




               (i) The Company has prepared and filed the Registration Statement in conformity with the
requirements of the Securities Act and the Securities Act Regulations, which became effective as of
November 30, 2009, which provide for the offering of Common Stock and other securities of the
Company, including the offering of the Public Offering Shares, from time to time in accordance with
Rule 415(a)(1)(x) of the Securities Act Regulations, and such amendments thereof as may have been
required. The Company and the proposed Public Offering meet the requirements and comply with the
conditions for the use of Form S-3 under the Securities Act. The Company has complied, to the
SEC’s satisfaction, with all requests of the SEC for additional or supplemental information. Any
Rule 462(b) Registration Statement has become effective under the Securities Act. No stop order
suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or
are pending or, to the Company’s knowledge, are contemplated or threatened by the SEC, and any
request received by the Company on the part of the SEC for additional information has been complied
with.



               (ii) The Registration Statement and any Rule 462(b) Registration Statement, as of their
effective dates and as of the date hereof, did not, do not and will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Preliminary



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Prospectus does not, and the Prospectus or any amendment or supplement thereto will not, as of
the applicable filing date, the UA Execution Date and the Closing Date, contain an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, however, that
the Company makes no warranty or representation with respect to any statement contained in or
omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus in reliance
upon and in conformity with the information concerning the Underwriter and furnished in writing by
or on behalf of the Underwriter through the Underwriter to the Company expressly for use therein.




          (i) Prospectus. The Preliminary Prospectus when filed and the Registration Statement
as of each effective date and as of the UA Execution Date complied or will comply, and the
Prospectus and any further amendments or supplements to the Registration Statement, the Preliminary
Prospectus or the Prospectus will, when they become effective or are filed with the SEC, as the
case may be, comply, in all material respects with the requirements of the Securities Act and the
Securities Act Regulations.




          (j) Issuer Free Writing Prospectus. The term “Issuer Free Writing Prospectus”
means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations.
The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule
405 of the Securities Act Regulations. Each Issuer Free Writing Prospectus, if any, as of its
issue date and at all subsequent times through the Closing Date did not, does not and will not
include any information that conflicted, conflicts or will conflict with the information contained
in the Registration Statement. As of its issue date or date of first use and at all subsequent
times through the UA Execution Date, each Issuer Free Writing Prospectus, if any, when considered
together with the rest of the disclosure package used by the Underwriter pursuant to the
Underwriting Agreement (the “Disclosure Package”), did not, and at the time of each sale of
the Public Offering Shares and at the Closing Date, each such Issuer Free Writing Prospectus will
not, contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no warranty or representation with
respect to any statement contained in or omitted from the Disclosure Package in reliance upon and
in conformity with the information concerning the Underwriter and furnished in writing by the
Underwriter to the Company expressly for use therein.




          (k) Free Writing Prospectuses. The Company is eligible to use Free Writing
Prospectuses in connection with this offering pursuant to Rules 164 and 433 under the Securities
Act; any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under
the Securities Act Regulations has been, or will be, filed with the SEC in accordance with the
requirements of the Securities Act and the Securities Act Regulations; and each Free Writing
Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act Regulations or that was prepared by or on behalf of or used by the Company complies
or will comply in all material respects with the requirements of the Securities Act and the
Securities Act Regulations.




     4. Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to the Company as of the date hereof and as of
the Closing Date that:



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          (a) Organization and Qualification. The Purchaser has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the country of Korea, with
power and authority (corporate and other) to own its properties and conduct its business as now
conducted, and has been duly qualified as a foreign corporation for the transaction of business and
is in good standing under the laws of each jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except where the failure to so qualify
or be in good standing in any such jurisdiction would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. For purposes of this Section 4,
“Material Adverse Effect” means any material adverse change, or any development involving a
prospective material adverse change, (i) in or affecting the general affairs, management,
consolidated financial position, consolidated stockholders’ equity or consolidated results of
operations of the Purchaser and its subsidiaries, taken as a whole, or (ii) that could adversely
affect, prevent or delay, in any material respect, the ability of the Purchaser to perform any of
its covenants or obligations under this Agreement or the Rights Agreement, or to consummate the
purchase of the Shares or the other transactions contemplated hereby and thereby.




          (b) Authorization; Enforceability. The Purchaser has the requisite corporate or other
applicable organizational power and authority to enter into this Agreement and the Rights Agreement
and to perform its obligations hereunder and thereunder. All corporate or other applicable
organizational action on the part of the Purchaser, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement and the Rights Agreement,
and the performance of all obligations of the Purchaser hereunder and thereunder has been taken and
no other corporate or other applicable organizational proceedings on the part of the Purchaser, its
officers, directors or stockholders are necessary to authorize and approve this Agreement, the
Rights Agreement or the transactions contemplated hereby and thereby. Each of this Agreement and
the Rights Agreement has been duly executed and delivered by the Purchaser and constitutes (or will
constitute at the Closing Date) the valid and legally binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with its terms (i) except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of
general application affecting enforcement of creditors’ rights generally, and as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (ii) to the extent the indemnification provisions contained in the Rights Agreement
may be limited by applicable federal or state securities laws.




          (c) No Conflicts. The purchase of the Shares, the compliance by the Purchaser with
this Agreement and the Rights Agreement and the consummation of the transactions herein and therein
contemplated will not (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Purchaser or any of its subsidiaries is a
party or by which the Purchaser or any of its subsidiaries is bound or to which any of the property
or assets of the Purchaser or any of its subsidiaries is subject, (ii) result in any violation of
the provisions of the corporate charter documents of the Purchaser, or (iii) result in any
violation of any statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Purchaser or any of its subsidiaries or any of their properties,
except in the case of (i) and (iii), as would not, individually or in the aggregate, reasonably be






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expected to have a Material Adverse Effect; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required
for the purchase of the Shares by the Purchaser or the consummation by the Purchaser of the
transactions contemplated by this Agreement or the Rights Agreement, except where the failure to
obtain any such consent, approval, authorization, order, registration or qualification would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




          (d) Purchase Entirely for Own Account. The Purchaser hereby confirms that the Shares
will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same. By
executing this Agreement, the Purchaser further represents that the Purchaser does not presently
have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the Shares.




          (e) Disclosure of Information. The Purchaser believes it has received all the
information it considers necessary or appropriate for deciding whether to purchase the Shares. The
Purchaser further represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the Shares.




          (f) Restricted Securities. The Purchaser understands that the Shares are being issued
in a transaction that was not, and will not be, registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Shares are “restricted
securities” under applicable U.S. federal and state securities laws and that, pursuant to these
laws, the Purchaser must hold the Shares indefinitely unless they are registered with the SEC and
qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Purchaser acknowledges that the Company has no obligation to
register or qualify the Shares for resale. The Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Shares, and
on requirements relating to the Company which are outside of the Purchaser’s control, and which the
Company is under no obligation and may not be able to satisfy.




          (g) Legends. The Purchaser understands that the Shares may bear one or all of the
following legends:




               (i) “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION THAT WAS NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY
BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN
A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.”



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               (ii) Any legend required by the Blue Sky laws of any state to the extent such laws are
applicable to the Shares represented by the certificate so legended.



          (h) Accredited Investor. The Purchaser is an accredited investor as defined in Rule
501(a) of Regulation D promulgated under the Securities Act. The Purchaser’s principal place of
business is set forth in Section 8 below.




          (i) Broker. The Purchaser has not, and no director, officer or employee of it has,
employed any broker or finder, or incurred or will incur any broker’s, finder’s or similar fees,
commissions or expenses, in each case in connection with the transactions contemplated by this
Agreement.




     5. Conditions of Purchaser’s Obligations.
The obligation of the Purchaser to purchase the Shares on the Closing Date as provided
herein is subject to the following conditions:



          (a) Representations and Warranties. The representations and warranties of the Company
contained herein shall be true and correct on the date hereof and on and as of the Closing Date
(except to the extent any such representations and warranties expressly relate to an earlier date,
in which case, as of such earlier date, and except for the representations and warranties that
specify that they are made as of the UA Execution Date and as of the Closing Date, in which case,
as of the UA Execution Date and as of the Closing Date).




          (b) Public Offering Shares. The Underwriter shall have purchased, immediately prior to
the purchase of the Shares by the Purchaser hereunder, the Public Offering Shares at the same
purchase price (less any underwriting discounts or commissions) per share payable by the Purchaser
hereunder.




          (c) No Legal Impediment to Issuance. No action shall have been taken and no statute,
rule, regulation or order shall have been enacted, adopted or issued by any federal, state or
foreign governmental or regulatory authority that would, as of the Closing Date, prevent the
issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the
Shares.




     6. Conditions of Company’s Obligations. The obligation of the Company to issue and sell the Shares on the Closing Date as provided
herein is subject to the following conditions:



          (a) Representations and Warranties. The representations and warranties of the
Purchaser contained herein shall be true and correct on the date hereof and on and as of the
Closing Date (except to the extent any such representations and warranties expressly relate to an
earlier date, in which case, as of such earlier date).




          (b) Public Offering Shares. The Underwriter shall have purchased, immediately prior to
the issuance and sale of the Shares by the Company hereunder, the Public Offering Shares at the
same purchase price (less any underwriting discounts or commissions) per share payable by the
Purchaser hereunder.







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          (c) No Legal Impediment to Issuance. No action shall have been taken and no statute,
rule, regulation or order shall have been enacted, adopted or issued by any federal, state or
foreign governmental or regulatory authority that would, as of the Closing Date, prevent the
issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the
Shares.




     7. Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) the written
consent of each of the Company and the Purchaser, (ii) following the execution of the Underwriting
Agreement, the termination of such Underwriting Agreement in accordance with its terms, or (iii)
July 31, 2011, if the closing of the Public Offering has not occurred on or prior to such date.



     8. Miscellaneous.



          (a) Confidentiality. The Company and the Purchaser acknowledge that they have
previously executed a non-disclosure agreement dated May 17, 2011 (the “Confidentiality
Agreement”), which shall continue in full force and effect in accordance with its terms.




          (b) Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form
of telecommunication.




If to the Company:




Hanmi Financial Corporation

3660 Wilshire Boulevard

Penthouse Suite A

Los Angeles, CA 90010

Fax: (213) 639-5617

Attention: Mark Yoon




With a copy to:




Greenberg Traurig, LLP

2450 Colorado Avenue

Suite 400 East

Santa Monica, CA 90404

Fax: (310) 586-0556

Attention: Mark Kelson




If to the Purchaser:




WOORI INVESTMENT & SECURITIES

23-4 Yoido-dong Youngdungpo-gu Seoul 150-725 Korea




          (c) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware. No party shall have the right to assign any of






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its rights or obligations under this Agreement without, in the case of the Purchaser, the
prior written consent of the Company, and in the case of the Company, the Purchaser.




          (d) Jurisdiction; Venue. With respect to any disputes arising out of or related to
this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state
courts in Los Angeles County in the State of California (or in the event of exclusive federal
jurisdiction, the courts of the Central District of California).




          (e) Waiver of Jury Trial. The Company and the Purchaser hereby irrevocably waive, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.




          (f) California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.




          (g) Persons Entitled to Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective successors. Nothing in this
Agreement is intended or shall be construed to give any other person any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained herein.




          (h) Survival. The respective representations, warranties and agreements of the Company
and the Purchasers contained in this Agreement shall survive the delivery of and payment for the
Shares and shall remain in full force and effect, regardless of any investigation made by or on
behalf of the Company or the Purchaser.




          (i) Entire Agreement. This Agreement, the Rights Agreement, the Lock-Up Agreement and
the Confidentiality Agreement constitute the full and entire understanding and agreement between
the parties with regard to the specific subject matter hereof, and any and all other written or
oral agreements relating to the specific subject matter hereof existing between the parties hereto
are expressly cancelled.




          (j) Counterparts. This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of which shall be an
original and all of which together shall constitute one and the same instrument.




          (k) Amendments or Waivers. No amendment or waiver of any provision of this Agreement,
nor any consent or approval to any departure therefrom, shall in any event be effective unless the
same shall be in writing and signed by the parties hereto.







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          (l) Headings. The headings herein are included for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.




     If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Agreement by signing in the space provided below.



	 	 	 	 	 
	 	Very truly yours,



HANMI FINANCIAL CORPORATION

 	 
	 	By  	/s/ Jay S. Yoo
 	 
	 	 	Jay S. Yoo 	 
	 	 	President and Chief Executive Officer 	 
	 




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CONFIDENTIAL




	 	 	 	 	 
	Accepted: June 27, 2011 	WOORI INVESTMENT & SECURITIES

 	 
	 	By  	/s/ Sung Ho Hwang
 	 
	 	 	Sung Ho Hwang, 	 
	 	 	President and Chief Executive Officer 	 
	 



[Signature Page to Hanmi Financial Corporation Common Stock Purchase Agreement]