AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among Central Bancorp, Inc., Hanmi Financial Corporation and Harmony Merger Sub Inc. Dated as of March 23, 2014Agreement and Plan of Merger • March 24th, 2014 • Hanmi Financial Corp • National commercial banks • California
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 23, 2014 (the “Execution Date”) by and among Central Bancorp, Inc., a Texas corporation (the “Company”), Hanmi Financial Corporation, a Delaware corporation (“Parent”), and Harmony Merger Sub Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”) amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 15, 2013, by and among the Constituent Corporations.
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • March 24th, 2014 • Hanmi Financial Corp • National commercial banks • California
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is entered into by and among Hanmi Financial Corporation, a Delaware corporation (“Parent”), [•], a [•], solely in its capacity as shareholders’ representative (in such capacity, the “Shareholders’ Representative”), and [ ], as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).1
