This PUT OPTION
AGREEMENT is made and entered into this 17th day of April,
2007, by and between Hanmi Financial Corporation, a Delaware
corporation (“ Grantor ”), and John M. Eggemeyer
(“ Grantee ”).
1. Grant
of Put Right. Subject to the terms and conditions contained in
this Agreement, Grantor hereby grants to Grantee the right and
option (the “ Put Right ”) to sell, convey,
transfer and delivery to Grantor in exchange for the Put Price (as
defined below) that certain Common Stock Purchase Warrant, issued
by Grantor to Grantee on April 30, 2004 (the “
Warrant ”), which Warrant provides the Grantee with
the right to purchase 193,816 shares of Common Stock of Grantee
(the “ Warrant Shares ”) in accordance with
terms set forth therein.
2.
Exercise Period . The Put Right shall be exercisable by
Grantor at any time within the period beginning on May 6, 2007
and ending on June 15, 2007 at 5:00 p.m., Pacific Standard
Time (the “ Exercise Period ”). If Grantee does
not exercise the Put Right within the Exercise Period, the Put
Right shall thereafter terminate and expire, without further action
by either party. In such case, all rights and obligations of the
parties hereto under the Warrant shall remain in full force and
effect.
3. Notice
of Put Right . In the event that Grantee desires to exercise
the Put Right, Grantee shall deliver written notice to Grantor of
its intent to exercise the Put Right (a “ Put Notice
”) at any time during the Exercise Period. Such Put Notice
shall be made in accordance with the notice provisions set forth in
Section 7 of the Warrant. Upon receipt of a Put Notice within
the Exercise Period, Grantor shall be obligated to deliver to
Grantee, no later than three (3) business days following
receipt of such Put Notice, the Put Price (as defined below) by
wire transfer of immediately available funds.
4. Put
Price . The Put Price shall be equal to the product of
(i) the average of the closing price per share of the Common
Stock as reported on the NASDAQ Global Select Market over the five
(5) trading days prior to the date of the Put Notice, and
(ii) the number of Warrant Shares, minus $1,841,252. The
number of Warrant Shares and Put Price shall be subject to
automatic adjustment to accurately and equitably account for any
stock dividend, stock split, stock combination, recapitalization or
other similar transaction effected between the date hereof and the
Grantor’s exercise of the Put Right.
5.
Additional Obligations . Grantor hereby covenants and agrees
not to enter into any agreement after the date hereof that may
prohibit, require the consent to consummate, or would be breached
by, the performance of Grantor’s obligations under this
Agreement without condition, without the prior written consent of
Grantee.
6.
Representations and Warranties of Grantor . This Agreement
has been executed and delivered by and is legal, valid and binding
upon Grantor and enforceable against Grantor in accordance with its
terms. Grantor hereby represents and warrants to Grantee that
neither the execution and delivery of this Agreement nor the
performance by Grantor of its obligations hereunder will: (i)
contravene Grantor’s constitutive documents;
(ii) conflict with or result in the breach of any of the terms
or conditions of or constitute a default under any contract,
instrument, document, agreement, or other arrangement to which
Grantor is a party or by which Grantor or any of its properties is
bound or affected; (iii) result in the creation or imposition
of any lien upon Grantor’s property; (iv) violate any
law or regulation applicable to Grantor; or (v) require the
consent or approval of, or any filing with, any governmental body,
agency, authority or other party (other than those which have been
obtained on or before the date hereof).
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