Exhibit 99.8
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made and entered into as
of December 22, 2003 by and among Pacific Union Bank, a California banking
corporation (the "Company"), L. Xxxx Xxxxxxxx, as sole trustee of the Trust
referred to below, and the undersigned stockholder (the "Stockholder") of Hanmi
Financial Corporation, a Delaware corporation ("Buyer").
RECITALS
WHEREAS, Buyer, Hanmi Bank, a California banking corporation and
wholly owned direct subsidiary of Buyer ("Buyer Sub"), and the Company propose
to enter into an Agreement and Plan of Merger (the "Merger Agreement") that
provides for the merger (the "Merger") of the Company with and into Buyer Sub,
with Buyer Sub surviving the Merger, and, pursuant to the Merger Agreement, all
of the outstanding shares of common stock of the Company being converted into
the right to receive shares of the common stock of Buyer, par value $0.001 per
share (the "Buyer Common Stock");
WHEREAS, Buyer has entered into several Securities Purchase
Agreements (the "SPAs") with the purchasers named on the signature pages thereto
whereby the Buyer will sell shares of Buyer Common Stock to the purchasers, the
proceeds from which will be used to finance (the "Financing") the acquisition of
the majority of the shares of Company common stock held by the trust (the
"Trust") established pursuant to the Trust Agreement dated as of October 31,
2003 between Korea Exchange Bank and Mr. L. Xxxx Xxxxxxxx, pursuant to the terms
of a Voting and Sale Agreement to be entered into by Buyer with the Trust (the
"Voting and Sale Agreement");
WHEREAS, the Stockholder is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of such number of shares of Buyer Common Stock as is set forth on the
signature page of this Agreement; and
WHEREAS, as an inducement and condition to entering into the Merger
Agreement and the Voting and Sale Agreement, the Company and the Trust have
required that the Stockholder agree, and the Stockholder has agreed, to enter
into this Agreement.
NOW, THEREFORE, intending to be legally bound, the parties hereto
hereby agree as follows:
1. Certain Definitions. For purposes of this Agreement, the following
terms shall have the following respective meanings:
(a) "Expiration Date" shall mean the earlier to occur of (i) such
date and time as the Merger Agreement shall have been terminated in accordance
with its terms or (ii) such date and time as the Merger shall have become
effective.
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(b) "Shares" shall mean (i) all shares of Buyer Common Stock owned
by the Stockholder as of the date of this Agreement, as indicated on the
signature page hereto and (ii) all additional shares of Buyer Common Stock of
which the Stockholder acquires ownership from the date of this Agreement through
the Expiration Date, including, without limitation, through the exercise of
options, warrants or other rights to acquire shares of Buyer Common Stock or the
conversion of other securities into shares of Buyer Common Stock. In the event
of a stock dividend or distribution, or any change in the Shares by reason of
any stock split, recapitalization, exchange of shares or the like, the term
"Shares" shall be deemed to include all such stock dividends and distributions
and any shares into which or for which any or all of the Shares may be changed
or exchanged.
2. Agreement to Vote Shares. Until the Expiration Date, the Stockholder
covenants and agrees that, at any meeting of the stockholders of Buyer, however
called, in any action by written consent of the stockholders of Buyer, or in any
other circumstances in which the Stockholder's vote, consent or other approval
is sought with respect to the Shares, the Stockholder shall vote the Shares:
(a) in favor of approving the issuance of the shares of Buyer Common
Stock pursuant to the terms of the SPAs and the Merger Agreement and approval of
the terms thereof and of the Merger, the Financing and each of the other
transactions contemplated by such agreements and by the Voting and Sale
Agreement;
(b) against any action or agreement that is intended or would be
reasonably likely to result in any conditions to Buyer's obligations under the
Merger Agreement, the SPAs or the Voting and Sale Agreement not being fulfilled
or would reasonably be likely to result in a breach of any representation,
warranty, covenant or agreement of Buyer under the Merger Agreement, the SPAs or
the Voting and Sale Agreement; and
(c) against any other action or agreement that is intended, or would
reasonably be expected, to impede, interfere with, delay or postpone the Merger,
the Financing or the other transactions contemplated by the Merger Agreement,
the SPAs or the Voting and Sale Agreement.
3. Transfer of Shares.
(a) Transferee of Shares to be Bound by this Agreement. The
Stockholder hereby agrees that, until the Expiration Date, the Stockholder shall
not sell, transfer or otherwise dispose of any of the Shares (or any securities
convertible into or exercisable or exchangeable for Shares) unless each person
to which any of such Shares (or any securities convertible into or exercisable
or exchangeable for Shares) is so transferred has agreed in writing to hold such
Shares (or any securities convertible into or exercisable or exchangeable for
Shares) subject to the terms and conditions of this Agreement and to perform all
of the Stockholder's obligations hereunder with respect to such Shares.
(b) Transfer of Voting Rights. The Stockholder hereby agrees that,
until the Expiration Date, the Stockholder shall not deposit any Shares in a
voting trust, grant any proxy
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or enter into any voting agreement or similar agreement or arrangement in
contravention of the obligations of the Stockholder under this Agreement with
respect to any of the Shares.
4. Termination. This Agreement shall terminate and have no further force
or effect as of the Expiration Date.
5. No Limit on Other Duties. The Stockholder is entering into this
Agreement solely in his or her capacity as a stockholder of Buyer and not in any
other capacity, and no provision of this Agreement shall limit or otherwise
affect Stockholder's ability to fulfill his or her fiduciary and other duties as
a director or officer of Buyer or Buyer Sub or otherwise act in any capacity
other than as a stockholder with respect to the Shares.
6. Miscellaneous.
(a) Waiver. No waiver by any party hereto of any condition or any
breach of any term or provision set forth in this Agreement shall be effective
unless in writing and signed by each party hereto. The waiver of a condition or
any breach of any term or provision of this Agreement shall not operate as or be
construed to be a waiver of any other previous or subsequent breach of any term
or provision of this Agreement.
(b) Severability. In the event that any term, provision, covenant or
restriction set forth in this Agreement, or the application of any such term,
provision, covenant or restriction to any person, entity or set of
circumstances, shall be determined by a court of competent jurisdiction to be
invalid, unlawful, void or unenforceable to any extent, the remainder of the
terms, provisions, covenants and restrictions set forth in this Agreement, and
the application of such terms, provisions, covenants and restrictions to
persons, entities or circumstances other than those as to which it is determined
to be invalid, unlawful, void or unenforceable, shall remain in full force and
effect, shall not be impaired, invalidated or otherwise affected and shall
continue to be valid and enforceable to the fullest extent permitted by
applicable law.
(c) Binding Effect; Assignment. This Agreement and all of the terms
and provisions hereof shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the Stockholder may be assigned to
any other person without the prior written consent of the Company and the Trust.
(d) Amendments. This Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written agreement
executed by each of the parties hereto.
(e) Specific Performance; Injunctive Relief. Each of the parties
hereto hereby acknowledges that a breach of any covenant or restriction, or any
other term or provision of this Agreement, will result in irreparable harm and
damages to the Company and the Trust which cannot be adequately compensated by a
monetary award. Accordingly, the Company, the Trust and the Stockholder hereby
expressly agree that in addition to all other remedies available at law or in
equity, the Company and the Trust shall be entitled to the immediate remedy of
specific performance, a temporary and/or permanent restraining order,
preliminary injunction, or such
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other form of injunctive or equitable relief as may be used by any court of
competent jurisdiction to restrain or enjoin any of the parties hereto from
breaching any representations, warranties, covenants or restrictions set forth
in this Agreement, or to specifically enforce the terms and provisions hereof.
(f) Governing Law. This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
California, without regard to any applicable conflicts of law.
(g) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed duly given (i) on the date of delivery if
delivered personally, (ii) on the date of confirmation of receipt (or the first
business day following such receipt if the date is not a business day) of
transmission by telecopy or telefacsimile or (iii) on the date of confirmation
of receipt (or the first business day following such receipt if the date is not
a business day) if delivered by a nationally recognized courier service. All
notices hereunder shall be delivered (i) if to the Company, as set forth in the
Merger Agreement, (ii) if to the Trust, as set forth in the Voting and Sale
Agreement, and (iii) if to the Stockholder, to the address set forth on the
signature page hereof, with a copy to Buyer as set forth in the Merger
Agreement, or in any case pursuant to such other instructions as may be
designated in writing by the party to receive such notice.
(h) Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONAL WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
(i) Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
(j) Headings. The section headings set forth in this Agreement are
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement in any manner.
(k) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed on the day and year first above written.
THE COMPANY STOCKHOLDER
By: By:
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Signature of Authorized Signatory Signature
Name: Name:
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Title: Title:
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Print Address:
THE TRUST ESTABLISHED PURSUANT
TO THE TRUST AGREEMENT DATED AS -----------------------------------------
OF OCTOBER 31, 2003 BETWEEN THE
KOREA EXCHANGE BANK AND MR. L.
XXXX XXXXXXXX
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By:
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L. Xxxx Xxxxxxxx, Trustee
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Telephone Number
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Facsimile Number
Shares Beneficially Owned:
shares of Buyer Common Stock
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