Hanmi Financial Corp Sample Contracts

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Agreement and Plan of Merger • December 23rd, 2003 • Hanmi Financial Corp • National commercial banks • California
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EXHIBIT 10.13 GUARANTEE AGREEMENT
Guarantee Agreement • August 9th, 2004 • Hanmi Financial Corp • National commercial banks • New York
HANMI FINANCIAL CORPORATION
Underwriting Agreement • August 19th, 2021 • Hanmi Financial Corp • National commercial banks • New York

Hanmi Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (each an “Underwriter” and, collectively, the “Underwriters” or “you”) and for whom Piper Sandler & Co. (“Piper Sandler”) and Keefe, Bruyette & Woods, Inc., A Stifel Company (“KBW”), are acting as representatives (the “Representatives”), $110,000,000 aggregate principal amount of its 3.750% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Securities”). The Securities are to be issued pursuant to a Subordinated Indenture, to be dated as of August 20, 2021 (the “Base Indenture”), between the Company, as issuer, and Wilmington Trust, National Association, as the trustee (the “Trustee”), as supplemented by the First Supplemental Indenture between the Company and the Trustee, to be dated as of August 20, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). In all dealings hereunder, the Representatives s

EXHIBIT 10.1 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • August 9th, 2004 • Hanmi Financial Corp • National commercial banks • Delaware
HANMI FINANCIAL CORPORATION, AS ISSUER AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE SENIOR INDENTURE DATED AS OF [ ], 20[ ] SENIOR DEBT SECURITIES
Indenture • December 16th, 2020 • Hanmi Financial Corp • National commercial banks • New York

THIS INDENTURE, dated as of [ ], 20[ ] between Hanmi Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

WITNESSETH:
Employment Agreement • February 9th, 2004 • Hanmi Financial Corp • National commercial banks • California
GUARANTEE AGREEMENT Central Bancorp, Inc. Dated as of December 27, 2005
Guarantee Agreement • February 29th, 2016 • Hanmi Financial Corp • National commercial banks • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 27, 2005, is executed and delivered by Central Bancorp, Inc., incorporated in Texas (the "Guarantor"), and JPMorgan Chase Bank, National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Central Bancorp Statutory Trust I, a Delaware statutory trust (the "Issuer").

EXHIBIT 10.8 GUARANTEE AGREEMENT
Agreement • August 9th, 2004 • Hanmi Financial Corp • National commercial banks • New York
RECITALS
Voting Agreement • February 9th, 2004 • Hanmi Financial Corp • National commercial banks • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 15th, 2009 • Hanmi Financial Corp • National commercial banks

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2009, by and between HANMI FINANCIAL CORPORATION., a Delaware corporation (the “Company”), and LEADING INVESTMENT & SECURITIES CO., LTD., a Korean corporation (the “Purchaser”).

Re: Amended and Restated Employment Agreement
Employment Agreement • February 28th, 2022 • Hanmi Financial Corp • National commercial banks • California

This is your AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) with Hanmi Financial Corporation, a Delaware corporation, and Hanmi Bank, a state-chartered bank incorporated under the laws of the State of California (together, the “Company”). It sets forth the terms of your employment with the Company, effective as of February 28, 2022 (the “Effective Date”). Effective as of the Effective Date, this Agreement supersedes and replaces in its entirety that certain Employment Agreement, dated February 26, 2020, and any amendments thereto, by and between the Company and you (the “Prior Agreement”).

Hanmi Financial Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • March 21st, 2017 • Hanmi Financial Corp • National commercial banks • New York

HANMI FINANCIAL CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of $100,000,000 principal amount of its 5.45% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”). The Notes will be issued pursuant to a Subordinated Indenture, to be dated on or about March 21, 2017, as supplemented by the First Supplemental Indenture to be dated on or about March 21, 2017 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).

Hanmi Financial Corporation Up to 100,000,000 Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 16th, 2010 • Hanmi Financial Corp • National commercial banks • California

Hanmi Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreement in the form of Exhibit A attached hereto (the “Subscription Agreement”) to be entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 100,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), including 50,000,000 shares of Common Stock initially in the best efforts public offering plus that number of shares of Common Stock not subscribed for in the rights offering to be conducted by the Company concurrently with the best efforts public offering, which could be up to 50,000,000 shares of Common Stock depending on the number of shares subscribed for in the rights offering by the Company’s stockholders (collectively, the “Offering”). The Co

HANMI FINANCIAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 20, 2021 to SUBORDINATED INDENTURE Dated as of August 20, 2021
Subordinated Indenture • August 20th, 2021 • Hanmi Financial Corp • National commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 20, 2021, between HANMI FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (in such capacity, the “Trustee”), under the Base Indenture (as hereinafter defined).

INDEMNITY AGREEMENT
Indemnity Agreement • March 16th, 2011 • Hanmi Financial Corp • National commercial banks • Delaware

This Indemnity Agreement, dated as of ____________, _____ is made by and between HANMI FINANCIAL CORPORATION and/or HANMI BANK (the “Company”), and ________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (the “Indemnitee”).

HANMI FINANCIAL CORPORATION, AS ISSUER AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF [ ], 20[ ] SUBORDINATED DEBT SECURITIES
Hanmi Financial Corp • December 16th, 2020 • National commercial banks • New York

THIS INDENTURE, dated as of [ ], 20[ ] between Hanmi Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

Re: Employment Agreement
Your Employment Agreement • February 27th, 2018 • Hanmi Financial Corp • National commercial banks • California

This is your EMPLOYMENT AGREEMENT (the “Agreement”) with Hanmi Financial Corporation, a Delaware corporation, and Hanmi Bank, a state chartered bank incorporated under the laws of the State of California (together, the “Company”). It sets forth the terms of your employment with the Company, effective as of the Effective Date (as defined below).

PUT OPTION AGREEMENT
Put Option Agreement • May 10th, 2007 • Hanmi Financial Corp • National commercial banks • California

This PUT OPTION AGREEMENT is made and entered into this 17th day of April, 2007, by and between Hanmi Financial Corporation, a Delaware corporation (“Grantor”), and William J. Ruh (“Grantee”).

FORM OF HANMI FINANCIAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT FOR
Incentive Stock Option Agreement • October 23rd, 2013 • Hanmi Financial Corp • National commercial banks • California
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FORM OF HANMI FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT FOR
Restricted Stock Agreement • October 23rd, 2013 • Hanmi Financial Corp • National commercial banks • California
WITNESSETH:
Employment Agreement • March 22nd, 2004 • Hanmi Financial Corp • National commercial banks • California
EXHIBIT 99.7 VOTING AND SALE AGREEMENT
Voting and Sale Agreement • February 9th, 2004 • Hanmi Financial Corp • National commercial banks • California
HANMI FINANCIAL CORPORATION, AS ISSUER AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF AUGUST 20, 2021 SUBORDINATED DEBT SECURITIES
Hanmi Financial Corp • August 20th, 2021 • National commercial banks • New York

THIS INDENTURE, dated as of August 20, 2021 between Hanmi Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

RESTRICTED STOCK AGREEMENT FOR
Restricted Stock Agreement • November 9th, 2021 • Hanmi Financial Corp • National commercial banks • Delaware
SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS
Separation Agreement and Full and Final Release of Claims • December 27th, 2007 • Hanmi Financial Corp • National commercial banks • California

This Separation Agreement and Full and Final Release of Claims (“Agreement”) is made and entered into between Dr. Sung Won Sohn (“Dr. Sohn”) and Hanmi Financial Corporation (“Hanmi”), a Delaware corporation (collectively, the “Parties”).

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 1st, 2010 • Hanmi Financial Corp • National commercial banks

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of September [•], 2010 (this “Amendment”), is entered into by and between Hanmi Financial Corporation, a Delaware corporation and registered 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”).

FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 3rd, 2009 • Hanmi Financial Corp • National commercial banks

THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is dated as of July 31, 2009, 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 LEADING INVESTMENT & SECURITIES CO., LTD., a Korean corporation with its principal offices in Seoul, Korea (the “Purchaser”).

HANMI FINANCIAL CORPORATION Common Stock Purchase Agreement June 27, 2011
Common Stock Purchase Agreement • June 27th, 2011 • Hanmi Financial Corp • National commercial banks • Delaware

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”.

SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 2nd, 2009 • Hanmi Financial Corp • National commercial banks

THIS SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Second Amendment”) is dated as of September 28, 2009, 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 LEADING INVESTMENT & SECURITIES CO., LTD., a Korean corporation with its principal offices in Seoul, Korea (the “Purchaser”).

FIRST AMENDMENT TO THE AMENDED AND RESTATED TERM SHEET
Hanmi Financial Corp • October 2nd, 2009 • National commercial banks

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED TERM SHEET (this “First Amendment”) is dated as of September 28, 2009, by and among HANMI FINANCIAL CORPORATION, a Delaware corporation and registered bank holding company with its principal offices in Los Angeles, California (the “Company”); LEADING INVESTMENT & SECURITIES CO., LTD., a Korean corporation with its principal offices in Seoul, Korea (“Leading”); and IWL PARTNERS LLC, a Korean company with its principal offices in Seoul, Korea (“IWL Partners,” and collectively with the Company and Leading, the “Parties”).

Written Agreement by and among HANMI FINANCIAL CORPORATION Docket Nos. 09-141-WA/RB-HC Los Angeles, California 09-141 -WA/RB-SM HANMI BANK Los Angeles, California and FEDERAL RESERVE BANK OF SAN FRANCISCO San Francisco, California
Hanmi Financial Corp • November 5th, 2009 • National commercial banks

WHEREAS, in recognition of their common goal to maintain the financial soundness of Hanmi Financial Corporation, Los Angeles, California (“Hanmi”), a registered bank holding company, and its subsidiary bank, Hanmi Bank, Los Angeles, California (the “Bank”), a state chartered bank that is a member of the Federal Reserve System, Hanmi, the Bank, and the Federal Reserve Bank of San Francisco (the “Reserve Bank”) have mutually agreed to enter into this Written Agreement (the “Agreement”); and

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