REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
[Execution Copy]
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”).
RECITALS
WHEREAS, this Agreement is made pursuant to that certain Securities Purchase Agreement, dated
as of June 12, 2009 between the Company and the Purchaser (the “Purchase Agreement”); and
WHEREAS, in connection with the consummation of the transaction contemplated by the Purchase
Agreement, the parties hereto desire to enter into this Agreement in order to provide for the grant
of certain registration rights to the Purchaser as set forth below.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchaser agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:
“Advice” shall have the meaning set forth in Section 6(c).
“Affiliate” has the meaning set forth in the Purchase Agreement.
“Agreement” shall have the meaning set forth in the Preamble.
“Business Day” has the meaning set forth in the Purchase Agreement.
“Commission” means the Securities and Exchange Commission.
“Common Stock” has the meaning set forth in the Purchase Agreement.
“Company” shall have the meaning set forth in the Preamble.
“Demand Notice” shall have the meaning set forth in Section 2(a).
“Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a)
is first declared effective by the Commission.
“Effectiveness Deadline” means, with respect to the Initial Registration Statement or the New
Registration Statement, the earlier of (i) the 30th calendar day following the Filing
Deadline and (ii) the 5th Trading Day after the date the Company is notified (orally or
in writing, whichever is earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review; provided, that if the Effectiveness Deadline
falls on a
Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is open for business.
“Effectiveness Period” shall have the meaning set forth in Section 2(b).
“Event” shall have the meaning set forth in Section 2(c).
“Event Date” shall have the meaning set forth in Section 2(c).
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Filing Deadline” means, with respect to the Initial Registration Statement required to be
filed pursuant to Section 2(a), means (1) the 45th calendar day following the receipt of
the Demand Notice by the Company in the case of any registration eligible to made on Form S-3 or
comparable form or (2) the 60th calendar day following the receipt of the Demand Notice
by the Company in the case of any registration made on Form S-1 or comparable form, provided,
however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
is closed for business, the Filing Deadline shall be extended to the next business day on which the
Commission is open for business.
“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of
Registrable Securities.
“Indemnified Party” shall have the meaning set forth in Section 5(c).
“Indemnifying Party” shall have the meaning set forth in Section 5(c).
“Initial Acquisition Closing Date” has the meaning set forth in the Purchase Agreement.
“Initial Registration Statement” means the initial Registration Statement filed pursuant to
Section 2(a) of this Agreement.
“Liquidated Damages” shall have the meaning set forth in Section 2(c).
“Losses” shall have the meaning set forth in Section 5(a).
“New Registration Statement” shall have the meaning set forth in Section 2(a).
“Person” has the meaning set forth in the Purchase Agreement.
“Principal Trading Market” has the meaning set forth in the Purchase Agreement.
“Proceeding” has the meaning set forth in the Purchase Agreement.
“Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A
2
promulgated under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable Securities
covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
“Purchase Agreement” shall have the meaning set forth in the Recitals.
“Purchaser” shall have the meaning set forth in the Preamble.
“Registrable Securities” means all of the Shares and any securities issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar event with respect to
the Shares, provided, that Shares shall cease to be Registrable Securities upon the earliest to
occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the
Securities Act (in which case, only such security sold shall cease to be a Registrable Security);
or (B) becoming eligible for sale without the requirement for the Company to be in compliance with
the current public information required under Rule 144 and without volume or manner of sale
restrictions by Holders who are not Affiliates of the Company.
“Registration Statements” means any one or more registration statements of the Company filed
under the Securities Act that covers the resale of any of the Registrable Securities pursuant to
the provisions of this Agreement (including without limitation the Initial Registration Statement,
the New Registration Statement and any Remainder Registration Statements), amendments and
supplements to such Registration Statements, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by reference in such
Registration Statements.
“Remainder Registration Statement” shall have the meaning set forth in Section 2(a).
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.
“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.
“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.
“SEC Guidance” means (i) any publicly-available written or oral guidance, comments,
requirements or requests of the Commission staff and (ii) the Securities Act.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
3
“Shares” means the shares of Common Stock issued or issuable to the Purchaser pursuant to the
Purchase Agreement.
“Trading Day” has the meaning set forth in the Purchase Agreement.
“Trading Market” has the meaning set forth in the Purchase Agreement.
2. Shelf Registration.
(a) At any time commencing on or after the Initial Acquisition Closing Date, upon the written
request from the Holders, which request may be made on up to two separate occasions in any given
year (the “Demand Notice”), the Company shall prepare and file with the Commission a Registration
Statement covering the resale of all of the Registrable Securities not already covered by an
existing and effective Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Company may
reasonably determine (the “Initial Registration Statement”). The Initial Registration Statement
shall be on Form S-3 (except if the Company is then ineligible to register for resale of the
Registrable Securities on Form S-3, in which case such registration shall be on such other form
available to register for resale of the Registrable Securities as a secondary offering) subject to
the provisions of Section 2(e). Notwithstanding the registration obligations set forth in this
Section 2, in the event the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary
offering on a single registration statement, the Company agrees to promptly (i) inform each of the
Holders thereof and use its commercially reasonable efforts to file amendments to the Initial
Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration
Statement and file a new registration statement (a “New Registration Statement”), in either case
covering the maximum number of Registrable Securities permitted to be registered by the Commission,
on Form S-3 or such other form available to register for resale the Registrable Securities as a
secondary offering; provided, however, that prior to filing such amendment or New Registration
Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with
the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone
Interpretations D.29. Notwithstanding any other provision of this Agreement and subject to the
payment of Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the
number of Registrable Securities or other shares of Common Stock permitted to be registered on a
particular Registration Statement as a secondary offering (and notwithstanding that the Company
used diligent efforts to advocate with the Commission for the registration of all or a greater
number of Registrable Securities), the number of Registrable Securities or other shares of Common
Stock to be registered on such Registration Statement will be reduced as follows: first, the
Company shall reduce or eliminate the shares of Common Stock to be included by any Person other
than a Holder; second, the Company shall reduce or eliminate any shares of Common Stock to be
included by any Affiliate of the Company; and third, the Company shall reduce the number of
Registrable Securities to be included by all other Holders on a pro rata basis based on the total
number of unregistered Shares held by such Holders, subject to a determination by the Commission
that certain Holders must be reduced before other Holders based on the number of
4
Shares held by such Holders. In the event the Company amends the Initial Registration
Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii)
above, the Company will use its commercially reasonable efforts to file with the Commission, as
promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of
securities in general, one or more registration statements on Form S-3 or such other form available
to register for resale those Registrable Securities that were not registered for resale on the
Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder
Registration Statements”).
(b) The Company shall use its commercially reasonable efforts to cause each Registration
Statement to be declared effective by the Commission as soon as practicable and, with respect to
the Initial Registration Statement or the New Registration Statement, as applicable, no later than
the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep each
Registration Statement continuously effective under the Securities Act until the earlier of (i)
such time as all of the Registrable Securities covered by such Registration Statement have been
publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such
Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions
under Rule 144, without the requirement for the Company to be in compliance with the current public
information requirements under Rule 144, as determined by counsel to the Company pursuant to a
written opinion letter to such effect, addressed and reasonably acceptable to the Company’s
transfer agent and the effected Holders (the “Effectiveness Period”). The Company shall request
effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The
Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data
file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective
Date. The Company shall, by 9:30 a.m. New York City time on the first Trading Day after the
Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).
(c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior
to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement,
as applicable, is not declared effective by the Commission (or otherwise does not become effective)
for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date, (A)
such Registration Statement ceases for any reason (including without limitation by reason of a stop
order, or the Company’s failure to update the Registration Statement), to remain continuously
effective as to all Registrable Securities for which it is required to be effective or (B) the
Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities,
in the case of (A) and (B) (other than during an Allowable Grace Period (as defined in Section 2(d)
of this Agreement)), (iv) a Grace Period (as defined in Section 2(d) of this Agreement) exceeds the
length of an Allowable Grace Period, or (v) after the Initial Acquisition Closing Date, the
Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act
such that it is not in compliance with Rule 144(c)(1) as a result of which the Holders who are not
affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any
successor thereto) (any such failure or breach in clauses (i) through (v) above being referred to
as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which such Event
occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded,
being referred to as an “Event Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law, on each such Event
5
Date and on each monthly anniversary of each such Event Date (if the applicable Event shall
not have been cured by such date) until the applicable Event is cured, the Company shall pay to
each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”),
equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree
that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no
Liquidated Damages shall be payable with respect to any period after the expiration of the
Effectiveness Period (it being understood that this sentence shall not relieve the Company of any
Liquidated Damages accruing prior to the Effectiveness Period), and in no event shall, the
aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, twelve percent
(12%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and
(2) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this
Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders pursuant to the
Purchase Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section
2(c) in full within five (5) Business Days after the date payable, the Company will pay interest
thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until
such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure
of an Event, except in the case of the first Event Date. The Effectiveness Deadline for a
Registration Statement shall be extended without default or Liquidated Damages hereunder in the
event that the Company’s failure to obtain the effectiveness of the Registration Statement on a
timely basis results from the failure of the Purchaser to timely provide the Company with
information requested by the Company and necessary to complete the Registration Statement in
accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline
would be extended with respect to Registrable Securities held by the Purchaser).
(d) Notwithstanding anything to the contrary herein, at any time after the Registration
Statement has been declared effective by the Commission, the Company may delay the disclosure of
material non-public information concerning the Company if the disclosure of such information at the
time is not, in the good faith judgment of the Company, in the best interests of the Company (a
“Grace Period”); provided, however, the Company shall promptly (i) notify the Holders in writing of
the existence of material non-public information giving rise to a Grace Period (provided that the
Company shall not disclose the content of such material non-public information to the Holders) or
the need to file a post-effective amendment, as applicable, and the date on which such Grace Period
will begin, (ii) use reasonable best efforts to terminate a Grace Period as promptly as practicable
and (iii) notify the Holders in writing of the date on which the Grace Period ends; provided,
further, that no single Grace Period shall exceed forty-five (45) consecutive days, and during any
three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an
aggregate of one hundred and twenty (120) days (each Grace Period complying with this provision
being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the
Grace Period shall be deemed to begin on and include the date the Holders receive the notice
referred to in clause (i) above and shall end on and include the later of the date the Holders
receive the notice referred to in clause (iii) above and the date referred to in such notice;
provided, however, that no Grace Period shall be longer than an Allowable Grace Period.
Notwithstanding anything to the contrary, the
6
Company shall cause the Transfer Agent to deliver unlegended Common Stock to a transferee of a
Holder in accordance with the terms of the Purchase Agreement in connection with any sale of
Registrable Securities with respect to which a Holder has entered into a contract for sale prior to
the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.
(e) In the event that Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable
Securities on another appropriate form and (ii) undertake to register the Registrable Securities on
Form S-3 promptly after such form is available, provided that the Company shall maintain the
effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the
Commission.
3. Registration Procedures
In connection with the Company’s registration obligations hereunder:
(a) the Company shall not less than three (3) Trading Days prior to the filing of a
Registration Statement and not less than one (1) Trading Day prior to the filing of any related
Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor
reports), the Company shall, furnish to the Holder copies of such Registration Statement,
Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be
subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not
object to or comment on the aforementioned documents within such three (3) Trading Day or one (1)
Trading Day period, as the case may be, then the Holder shall be deemed to have consented to and
approved the use of such documents). The Company shall not file any Registration Statement or
amendment or supplement thereto in a form to which a Holder reasonably objects in good faith,
provided that, the Company is notified of such objection in writing within the three (3) Trading
Day or one (1) Trading Day period described above, as applicable.
(b) (i) the Company shall prepare and file with the Commission such amendments (including
post-effective amendments) and supplements, to each Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period (except during
an Allowable Grace Period); (ii) the Company shall cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and,
as so supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace
Period); (iii) the Company shall respond as promptly as reasonably practicable to any comments
received from the Commission with respect to each Registration Statement or any amendment thereto
and, as promptly as reasonably possible, provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration Statement that pertains to
the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to
the Holders of material and non-public information concerning the Company; and (iv) the Company
shall comply with the provisions of the Securities Act and the Exchange Act with respect to the
7
disposition of all Registrable Securities covered by a Registration Statement until such time
as all of such Registrable Securities shall have been disposed of (subject to the terms of this
Agreement) in accordance with the intended methods of disposition by the Holders thereof as set
forth in such Registration Statement as so amended or in such Prospectus as so supplemented;
provided, however, that the Purchaser shall be responsible for the delivery of the Prospectus to
the Persons to whom the Purchaser sells any of the Shares (including in accordance with Rule 172
under the Securities Act), and the Purchaser agrees to dispose of Registrable Securities in
compliance with the plan of distribution described in the Registration Statement and otherwise in
compliance with applicable federal and state securities laws. In the case of amendments and
supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K,
Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have
incorporated such report by reference into such Registration Statement, if applicable, or shall
file such amendments or supplements with the Commission on the same day on which the Exchange Act
report which created the requirement for the Company to amend or supplement such Registration
Statement was filed.
(c) the Company shall notify the Holders (which notice shall, pursuant to clauses (iii)
through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A)
below, not less than two Trading Days prior to such filing, in the case of (iii) and (iv) below,
not more than one Trading Day after such issuance or receipt, and in the case of (v) below, not
more than one Trading Day after the occurrence or existence of such development) and (if requested
by any such Person) confirm such notice in writing no later than one Trading Day following the day
(i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration
Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will
be a “review” of such Registration Statement and whenever the Commission comments in writing on any
Registration Statement (in which case the Company shall provide to each of the Holders true and
complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the
“Plan of Distribution” and all written responses thereto, but not information that the Company
believes would constitute material and non-public information); and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has become effective; (ii) of
any request by the Commission or any other Federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information that
pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the
issuance by the Commission or any other federal or state governmental authority of any stop order
suspending the effectiveness of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or
passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in such Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus, as the case may
be, it will not
8
contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein (in the case of any Prospectus, form
of prospectus or supplement thereto, in light of the circumstances under which they were made), not
misleading.
(d) the Company shall use commercially reasonable efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, as soon as practicable.
(e) the Company shall, if requested by a Holder, furnish to such Holder, without charge, at
least one conformed copy of each Registration Statement and each amendment thereto and all exhibits
to the extent requested by such Person (including those previously furnished or incorporated by
reference) promptly after the filing of such documents with the Commission; provided, that the
Company shall have no obligation to provide any document pursuant to this clause that is available
on the Commission’s XXXXX system.
(f) the Company shall, prior to any resale of Registrable Securities by a Holder, use its
commercially reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the registration or
qualification) of such Registrable Securities for the resale by the Holder under the securities or
Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in
writing, to keep each registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the
disposition in such jurisdictions of the Registrable Securities covered by each Registration
Statement; provided, that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified, subject the Company to any material tax in any
such jurisdiction where it is not then so subject or file a general consent to service of process
in any such jurisdiction.
(g) the Company shall, cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement, which certificates shall be free, to the extent permitted
by the Purchase Agreement and under law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such Holders may
reasonably request. Certificates for Shares free from all restrictive legends may be transmitted
by the transfer agent to a Holder by crediting the account of such Holder’s prime broker with DTC
as directed by such Holder.
(h) the Company shall following the occurrence of any event contemplated by Section
3(c)(iii)-(v), as promptly as reasonably practicable (taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event), prepare and file a supplement or amendment, including a post-effective
amendment, to the affected Registration Statements or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, no Registration Statement nor
9
any Prospectus will 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 (in the case of any
Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which
they were made), not misleading.
(i) the Company may require each selling Holder to furnish to the Company a certified
statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any
Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations, (iii)
any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other
information as may be requested by the Commission, FINRA or any state securities commission. During
any periods that the Company is unable to meet its obligations hereunder with respect to the
registration of Registrable Securities because any Holder fails to furnish such information within
three Trading Days of the Company’s request, any Liquidated Damages that are accruing at such time
as to such Holder only shall be tolled and any Event that may otherwise occur solely because of
such delay shall be suspended as to such Holder only, until such information is delivered to the
Company.
(j) the Company shall cooperate with any registered broker through which a Holder proposes to
resell its Registrable Securities in effecting a filing with FINRA pursuant to NASD Rule 2710 as
requested by any such Holder and the Company shall pay the filing fee required for the first such
filing within two (2) Business Days of the request therefore.
(k) the Company shall use its commercially reasonable efforts to maintain eligibility for use
of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable
Securities.
(l) if requested by a Holder, the Company shall (i) promptly incorporate in a Prospectus
supplement or post-effective amendment to the Registration Statement such information as the
Company reasonably agrees should be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the
Company has received notification of the matters to be incorporated in such Prospectus supplement
or post-effective amendment.
(m) the Company shall otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission under the Securities Act and the Exchange Act,
including Rule 172, notify the Holders promptly if the Company no longer satisfies the conditions
of Rule 172 and take such other actions as may be reasonably necessary to facilitate the
registration of the Registrable Securities hereunder; and make available to its security holders,
as soon as reasonably practicable, but not later than the Availability Date (as defined below), an
earnings statement covering a period of at least twelve (12) months, beginning after the effective
date of each Registration Statement, which earning statement shall satisfy the provisions of
Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of
this Section 3, “Availability Date” means the 45th day following the end of the fourth fiscal
quarter that includes the effective date of such Registration Statement, except that, if such
fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means
the 90th day after the end of such fourth fiscal quarter).
10
4. Registration Expenses. All fees and expenses incident to the Company’s performance
of or compliance with its obligations under this Agreement (excluding any underwriting discounts
and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with any Trading Market on which the Common Stock
is then listed for trading, (B) with respect to compliance with applicable state securities or Blue
Sky laws (including, without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in
connection with an Issuer Filing, with respect to any filing that may be required to be made by any
broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant
to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage
commission in connection with such sale, (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable
Securities included in the Registration Statement), (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and
expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any underwriting,
broker or similar fees or commissions of any Holder or, except to the extent provided for in the
Transaction Documents, any legal fees or other costs of the Holders.
5. Indemnification.
(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers,
directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers,
stockholders, agents and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and investigation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based
upon any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in
any preliminary prospectus, or arising out of or relating to any omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
11
statements therein (in the case of any Prospectus or form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading, except to the extent, but
only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or
alleged omissions are based solely upon information regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities
and was reviewed and approved by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto, (B) in the case of
an occurrence of an event of the type specified in Section 3(c)(iii)-(v), related to the use by a
Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice
contemplated and defined in Section 6(c) below, but only if and to the extent that following the
receipt of the Advice the misstatement or omission giving rise to such Loss would have been
corrected or (C) any such Losses arise out of the Purchaser’s (or any other indemnified Person’s)
failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented),
if required, to the Persons asserting an untrue statement or alleged untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written confirmation of the
sale of Registrable Securities to such Person if such statement or omission was corrected in such
Prospectus or supplement. The Company shall notify the Holders promptly of the institution, threat
or assertion of any Proceeding arising from or in connection with the transactions contemplated by
this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section
5(c)) and shall survive the transfer of the Registrable Securities by the Holders.
(b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising
out of or are based upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading (i) to the extent, but
only to the extent, that such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder expressly for use therein
or (ii) to the extent, but only to the extent, that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by
such Holder expressly for use in a Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an
event of the type specified in Section 3(c)(iii)-(v), to the extent, but only to the extent,
related to the use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(c). In no event shall the liability
of any selling Holder hereunder be
12
greater in amount than the dollar amount of the net proceeds received by such Holder upon the
sale of the Registrable Securities giving rise to such indemnification obligation.
(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all reasonable fees and expenses incurred in connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent
that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially and adversely
prejudiced the Indemnifying Party.
An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) such Indemnified Party shall have been advised by
counsel that a conflict of interest exists if the same counsel were to represent such Indemnified
Party and the Indemnifying Party; provided, that the Indemnifying Party shall not be liable for the
fees and expenses of more than one separate firm of attorneys at any time for all Indemnified
Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld, delayed or
conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is
a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.
Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this Section 5(c)) shall be
paid to the Indemnified Party, as incurred, within twenty Trading Days of written notice thereof to
the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the
Indemnifying Party for that portion of such fees and expenses applicable to such actions for which
such Indemnified Party is finally judicially determined to not be entitled to indemnification
hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable
time of the commencement of any such action shall not relieve such Indemnifying Party of any
liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying
Party is materially and adversely prejudiced in its ability to defend such action.
(d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any
13
Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses shall be
deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 5(d) was available to such party in accordance with
its terms.
The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually
received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The indemnity and contribution agreements contained in this Section 5 are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties and are not in
diminution or limitation of the indemnification provisions under the Purchase Agreement.
6. Miscellaneous.
(a) Remedies. In the event of a breach by the Company or by a Holder of any of their
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.
(b) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it (unless an
14
exemption therefrom is available) in connection with sales of Registrable Securities pursuant
to the Registration Statement and shall sell the Registrable Securities only in accordance with a
method of distribution described in the Registration Statement
(c) Discontinued Disposition. By its acquisition of Registrable Securities, each
Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the
kind described in Section 3(c)(iii)-(v), such Holder will forthwith discontinue disposition of such
Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company may provide appropriate stop orders to enforce the
provisions of this paragraph.
(d) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has
entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the
date hereof, enter into any agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.
(e) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, or waived unless the
same shall be in writing and signed by the Company and Holders holding at least two-thirds of the
then outstanding Registrable Securities, provided that any party may give a waiver as to
itself. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence. Notwithstanding the foregoing, if any such
amendment, modification or waiver would adversely affect in any material respect any Holder or
group of Holders who have comparable rights under this Agreement disproportionately to the other
Holders having such comparable rights, such amendment, modification, or waiver shall also require
the written consent of the Holder(s) so adversely affected.
(f) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.
(g) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to the
benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement. The Company may not assign its rights (except by merger or in
connection with another entity acquiring all or substantially all of the Company’s assets) or
obligations hereunder without the prior written consent of all the Holders of the then outstanding
15
Registrable Securities. Each Holder may assign its respective rights hereunder in the manner
and to the Persons as permitted under the Purchase Agreement.
(h) Execution and Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original and, all of which
taken together shall constitute 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 “.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 or “.pdf” signature were the original
thereof.
(i) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be determined in accordance with the provisions of the
Purchase Agreement.
(j) Cumulative Remedies. Except as provided in Section 2(c) with respect to
Liquidated Damages, the remedies provided herein are cumulative and not exclusive of any other
remedies provided by law.
(k) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their good faith reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
(l) Headings. The headings in this Agreement are for convenience only and shall not
limit or otherwise affect the meaning hereof.
(m) Dates and Time. For purposes of this Agreement, all references to dates and times
shall refer to the date and time in Los Angeles, California.
[Signature Page Follows]
16
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement to be
executed by the respective authorized signatories as of the date first indicated above.
| HANMI FINANCIAL CORPORATION |
||||
| By: | /s/ Xxx X. Xxx | |||
| Xxx X. Xxx | ||||
| President and Chief Executive Officer | ||||
| LEADING INVESTMENT & SECURITIES CO., LTD. |
||||
| By: | /s/ Cheul Park | |||
| Cheul Park | ||||
| Chairman and Chief Executive Officer | ||||
17
