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SECOND AMENDMENT TO THE
SECURITIES PURCHASE AGREEMENT
THIS SECOND
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “
Second Amendment ”) is dated as of September 28,
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, as amended by a First Amendment
to the Securities Purchase Agreement, dated July 31, 2009 (as
amended, 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) extend the due date of certain
obligations and conditions as set forth herein and (ii) 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 Second
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 Second
Amendment and not otherwise defined herein shall have the same
meanin
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