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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. Dale
Crandall, 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.
Dale Crandall, 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 he
