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FIRST AMENDMENT TO THE SECURITIES
PURCHASE AGREEMENT
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 ”).
WHEREAS, the
Company and the Purchaser have entered into a Securities Purchase
Agreement dated June 12, 2009 (the “ Securities
Purchase Agreement ”) whereby the Company has agreed to
issue and sell the Shares (as defined in the Securities Purchase
Agreement) to Leading and Leading has agreed to purchase the Shares
from the Company, subject to the terms and conditions set forth in
the Securities Purchase Agreement; and
WHEREAS, the
Company and the Purchaser have agreed to amend the Securities
Purchase Agreement to (i) correct the number of Shares to be
purchased by Leading in the Initial Acquisition and the Additional
Acquisition (both, as defined in the Securities Purchase
Agreement), (ii) extend the due date of certain obligations
and conditions as set forth herein, and (iii) further specify
the terms for funding the escrow account relating to the Initial
Acquisition.
NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this First
Amendment, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company
and the Purchaser hereby agree as follows:
1.
Defined Terms . Capitalized terms contained in this First
Amendment and not otherwise defined herein shall have the same
meaning as accorded to them in the Securities Purchase
Agreement.
2.
Amendment to Number of Shares and Purchase Price
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a.
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As
of the date of this First Amendment, the number of issued and
outstanding shares of the Common Stock of the Company is
46,145,967.
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b.
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The
total number of Shares to be purchased and sold between the parties
is 8,079,612. Of this amount, the number of Shares to be purchased
by Leading in the Initial Acquisition
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