Subscription Agreement
Exhibit 99.1
Hanmi Financial Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx X
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned (the “Investor”) hereby
confirms and agrees with Hanmi Financial Corporation, a Delaware
corporation (the “Company”), as follows:
1. As of the Closing (as defined below) and subject
to the terms and conditions hereof, the Investor will purchase
from the Company and the Company will issue and sell to the
Investor (i) such number of shares (the
“Shares”) of common stock of the Company, par
value $0.001 per share (the “Common Stock”), as
is set forth on the signature page hereto (the
“Signature Page”) for a purchase price of $1.20
per Share.
2. The closing is expected to occur on or about
July , 2010 (the “Closing”),
subject to the satisfaction of certain closing conditions set
forth in the Placement Agency Agreement dated as of
June ,
2010 (the “Placement Agency Agreement”) entered
into by and between the Company and Xxxxxxxx Capital Corp., the
placement agent (the “Placement Agent”)
for the Offering (as defined below).
3. The offering and sale of the Shares (the
“Offering”) is being made pursuant to
(i) an effective registration statement (the
“Registration Statement”) on
Form S-3
(File
No. 333-163206),
including the prospectus contained therein (the “Base
Prospectus”), filed with the Securities and Exchange
Commission (the “Commission”) on
November 19, 2009, (ii) if applicable, a preliminary
prospectus related to the Offering (together with the Base
Prospectus, the “Statutory Prospectus”),
(iii) a final prospectus supplement (the
“Prospectus Supplement”) containing certain
supplemental information regarding the Shares and terms of the
Offering. The Statutory Prospectus has been delivered to the
Investor on or prior to the date hereof and will be filed with
the Commission in accordance with applicable securities laws.
The Statutory Prospectus, together with the documents
incorporated by reference therein and the pricing information
contained in this Subscription Agreement are collectively
referred to herein as the “Disclosure Package.”
4. The Company’s obligation to issue and sell
the Shares to the Investor shall be subject to (a) the
receipt by the Company of the purchase price for the Shares
being purchased hereunder as set forth on the Signature Page,
(b) the accuracy of the representations and warranties made
by the Investor herein, (c) the fulfillment of those
undertakings herein of the Investor to be fulfilled prior to the
Closing Date, and (d) the receipt by the Placement Agent of
the New Account Form, attached as Appendix A (the
“New Account Form”), completed to the
satisfaction of the Placement Agent. The Investor’s
obligation to purchase the Shares shall be subject to the
condition that the Placement Agent shall not have
(i) terminated the Placement Agency Agreement pursuant to
the terms thereof or (ii) determined that the conditions to
closing in the Placement Agency Agreement have not been
satisfied.
5. In consultation with the Placement Agent, the
Company shall promptly issue a press release and file a Current
Report on
Form 8-K,
together disclosing all material aspects of the transactions
contemplated hereby, after the Closing. The Company shall not
identify the Investor by name in any press release or public
filing, or otherwise publicly disclose the Investor’s name,
without the Investor’s prior written consent, unless
required by applicable laws, rules and regulations.
6. The Investor represents that (i) it has had
full access to the Disclosure Package prior to or in connection
with its receipt of this Subscription Agreement and is relying
only on such information and documents in making its decision to
purchase the Shares, (ii) it is acquiring the Shares for
its own account, or an account over which it has investment
discretion, and does not have any agreement or understanding,
directly or indirectly, with any person or entity to distribute
any of the Shares, and (iii) the information set forth in
the New Account Form is true and accurate and does not omit to
state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading.
7. The Investor has full right, power, authority and
capacity to enter into this Subscription Agreement and to
consummate the transactions contemplated hereby and has taken
all necessary action to authorize the execution,
delivery and performance of this Subscription Agreement, and
(b) this Subscription Agreement constitutes a valid and
binding obligation of the Investor enforceable against the
Investor in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) and except as
to the enforceability of any rights to indemnification or
contribution that may be violative of the public policy
underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation).
8. The Investor agrees that it will not use any of
the Shares acquired pursuant to this Agreement to cover any
short position in the Common Stock in any Short Sales (as
defined below) if doing so would be in violation of applicable
securities laws. For purposes hereof, “Short Sales”
include, without limitation, all “short sales” as
defined in Rule 200 promulgated under Regulation SHO
under the Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not against the
box, and all types of direct and indirect stock pledges, forward
sales contracts, options, puts, calls, short sales, swaps,
“put equivalent positions” (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated
brokers.
9. The Investor represents that, except as set forth
on the signature page, (i) it has had no position, office
or other material relationship within the past three years with
the Company or persons known to it to be affiliates of the
Company, (ii) it is not a, and it has no direct or indirect
affiliation or association with any, FINRA member or an
Associated Person (as such term is defined under FINRA
Membership and Registration Rules Section 1011(b)) as
of the date hereof, and (iii) neither it nor any of its
affiliates nor any group of investors of which it is a member or
of which it has agreed to act in concert, acquired, or obtained
the right to acquire, or shall own or control following
consummation of the transactions contemplated hereby, 4.9% or
more of the Common Stock (or securities convertible or
exercisable for Common Stock) or the voting power of the Company
on a post-transaction basis.
10. The Placement Agency Agreement contains
representations and warranties of the Company, all of which may
be relied upon by the Investor, which shall be a third party
beneficiary thereof.
11. This Subscription Agreement will involve no
obligation or commitment of any kind until this Subscription
Agreement is accepted and countersigned by or on behalf of the
Company. The Investor acknowledges and agrees that the
Investor’s receipt of the Company’s counterpart to
this Subscription Agreement shall constitute written
confirmation of the Company’s sale of Shares to such
Investor.
12. All covenants, agreements, representations and
warranties herein will survive the execution of this
Subscription Agreement, the delivery of the Shares being
purchased and the payment therefor.
13. This Subscription Agreement may not be modified
or amended except pursuant to an instrument in writing signed by
the Company and the Investor. This Subscription Agreement will
be governed by the internal laws of the State of California,
without giving effect to the principles of conflicts of law.
This Subscription Agreement may be executed in one or more
counterparts, each of which will constitute an original, but all
of which, when taken together, will constitute but one
instrument, and signatures may be delivered by facsimile or by
e-mail
delivery of a “.pdf” format data file. Capitalized
terms used but not defined herein shall have the meanings
ascribed to such terms in the Placement Agency Agreement.
[Signature
page follows]
2
INVESTOR
SIGNATURE PAGE
| Number of Shares: |
Purchase Price Per Share: $1.20
| Aggregate Purchase Price: $ |
Please confirm that the foregoing correctly sets forth the
agreement between us by signing in the space provided below for
that purpose.
Dated as
of:
, 2010
| NAME OF INVESTOR: |
| By: |
Name:
Title:
| Exact name in which Shares are to be registered: |
| Taxpayer Identification Number: |
DWAC Instructions for the Shares:
| Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained) | ||
| DTC Participant Number | ||
| Name of Account at DTC Participant being credited with the Shares | ||
| Account Number at DTC Participant being credited with the Shares | ||
| Person to contact to initiate DWAC at closing: |
|
Name:
|
||
|
Tel:
|
||
|
Email:
|
| EXCEPTIONS TO SECTION 9: |
(If no exceptions, write “none.” If left blank,
response will be deemed to be “none.”)
Agreed and Accepted
this
day
of
, 2010:
HANMI FINANCIAL CORPORATION
| By: |
Name:
Title:
