Exhibit 4.1
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
IN THE COMPANYS PROSPECTUS SUPPLEMENT DATED JUNE 11, 2010
(THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
FROM GEORGESON, THE INFORMATION AGENT.
HANMI
FINANCIAL CORPORATION
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Hanmi Financial Corporation (the Company) is
offering (the Rights Offering) to its stockholders
of record (the Recordholders) as of June 7,
2010 (the Record Date) non-transferable rights (the
Subscription Rights) to purchase up to an aggregate
of 50,000,000 shares of its common stock, par value $0.001
per share (the Common Stock), at a subscription
price of $1.20 per share (the Subscription Price).
As described in the Prospectus, each Recordholder will receive
one Subscription Right for each share of Common Stock owned on
the Record Date. Subscription rights may only be exercised in
whole numbers. Each whole Subscription Right will allow the
holder thereof to subscribe to purchase one share of Common
Stock (the Basic Subscription Privilege) at the
Subscription Price. Each Recordholder who exercises the Basic
Subscription Privilege in full will be eligible to subscribe to
purchase additional shares of Common Stock, subject to the
conditions and limitations described further in the Prospectus
(the Over-Subscription Privilege). The Company
offers no assurances that any subscription requests that any
holder of Subscription Rights may submit pursuant to the
Over-Subscription Privilege will be fulfilled in whole or in
part.
The Rights Offering expires at 5:00 p.m., New York time, on
July 6, 2010 (the Expiration Date) unless the
Company decides, in its sole discretion, to extend the
expiration date or cancel the Rights Offering earlier.
For a more complete description of the terms and conditions of
the Rights Offering, please refer to the Prospectus, which you
should read carefully in its entirety. Please also read
carefully Instructions for Use of Hanmi Financial
Corporation Subscription Rights Certificates which has
been provided to you with this Subscription Rights Certificate.
1.
EXERCISE OF SUBSCRIPTION RIGHTS
(Check
the appropriate responses and provide all required information)
You have been granted the number of Subscription Rights
indicated in the lower right hand corner of this Subscription
Rights Certificate, which entitles you to subscribe for an equal
number of shares of Hanmi Financial Corporation Common Stock.
Each Recordholder will receive one Subscription Right for each
share of Common Stock owned on the Record Date.
FULL
EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:
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The undersigned hereby irrevocably exercises in full the
Subscription Rights and subscribes
for
shares of Common Stock (which equals the number of Subscription
Rights indicated in the lower right hand corner), subject to the
terms and conditions set forth in the Prospectus.
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EXERCISE
OF OVER-SUBSCRIPTION PRIVILEGE (requires full exercise of Basic
Subscription Privilege):
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The undersigned hereby irrevocably applies
for
additional shares of Common Stock pursuant to the
Over-Subscription Privilege, subject to the terms and conditions
set forth in the Prospectus. Please note that we will not accept
any over-subscription requests for less than 10,000 shares
of our common stock, except from our non-executive officers and
employees from whom we will accept over-subscription requests
for 1,000 or more shares of our common stock.
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The undersigned hereby certifies that they are a non-executive
officer or employee of the Company.
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PARTIAL
EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:
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The undersigned hereby irrevocably exercises only a portion of
the Subscription Rights and subscribes
for
shares of Common Stock (which is less than the number of
Subscription Rights, shown in the lower right hand corner, to
which the undersigned is entitled).
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TOTAL SHARES SUBSCRIBED FOR:
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AMOUNT ENCLOSED:
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$
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(At $1.20 per share of Common Stock)
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By executing this Subscription Rights Certificate below, the
undersigned hereby acknowledges and agrees to the following
terms and conditions:
1. At the time of submitting this Subscription Rights
Certificate for Common Stock, the undersigned agrees to deliver
the full purchase price for all shares to be purchased. Failure
to include the full purchase price will result in Computershare
Inc. (the Subscription Agent) applying such payment
to exercise the Basic Subscription Privilege of the undersigned
and, if applicable, any accepted Over-Subscription Privilege to
the fullest extent possible based on the amount of payment
received. The purchase price must be paid as directed in the
Prospectus and Instructions for Use of Hanmi Financial
Corporation Subscription Rights Certificates.
2. Book Entry Shares in lieu of Certificates representing
shares of Common Stock duly subscribed and paid for will be
issued as soon as practicable after the earlier of when we have
received total subscriptions in the rights offering and the best
efforts public offering (described further in the Prospectus) of
at least $105,000,000 in the aggregate, or the closing of the
transaction with Woori (described further in the Prospectus).
The undersigned hereby acknowledges and agrees that the
settlement cycle for the purchase and sale of our common stock
will be considerately longer than the usual three business day
period as a result of the foregoing conditions to consummating
the rights offering.
3. The undersigned agrees to all terms and conditions of
the Prospectus, which is incorporated herein by reference, and
of this Subscription Rights Certificate.
THE SUBSCRIPTION RIGHTS CERTIFICATE, OR NOTICE OF GUARANTEED
DELIVERY, AND FULL PAYMENT OF THE TOTAL SUBSCRIPTION AMOUNT FOR
ALL SHARES OF COMMON STOCK SUBSCRIBED FOR UNDER THE BASIC
SUBSCRIPTION PRIVILEGE AND ANY ADDITIONAL SHARES OF COMMON
STOCK SUBSCRIBED FOR PURSUANT TO THE OVER-SUBSCRIPTION
PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED PERSONAL
CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, ON OR BEFORE
5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE. ONCE A
RECORDHOLDER HAS EXERCISED ANY SUBSCRIPTION RIGHTS, SUCH
EXERCISE MAY NOT BE CANCELLED, REVOKED OR OTHERWISE AMENDED.
SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE WILL
EXPIRE.
2.
REGISTRATION OF SHARES
Shares purchased by the undersigned will be registered in the
name of the stockholder to whom the rights have been issued.
3.
SIGNATURES
IN WITNESS WHEREOF, I (we) have irrevocably exercised my (our)
Subscription Rights as indicated above, and I (we) have executed
this certificate, and returned this Subscription Rights
Certificate to the Subscription Agent, together with full
payment for the shares subscribed for.
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Signature
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Date
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Signature
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Date
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If the shares of the Recordholder are held in joint tenancy, the
names and signatures of both joint tenants are required. If this
Subscription Rights Certificate is being executed on behalf of a
Recordholder by an attorney, executor, administrator, guardian
or other fiduciary, or by an officer of a corporation, and the
shares were not issued to such Recordholder in such manner, the
person so executing must give his or her full title in such
capacity, and proper evidence of authority to act in such
capacity must be furnished to the Subscription Agent upon
request.
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Return this Certificate
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By First Class Mail:
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By Overnight Courier
(Until 5:00 pm. New York time on
the expiration date of the rights offering subscription
period):
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Computershare
Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, RI
02940-3011
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Computershare
Corporate Actions Voluntary Offer
250 Royall Street, Suite V
Canton, MA 02021
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Delivery of this Subscription Rights Certificate to an
address other than as set forth above does not constitute a
valid delivery.
FOR ADDITIONAL INFORMATION CONCERNING THE RIGHTS OFFERING,
INCLUDING INSTRUCTIONS ON THE USE OF SUBSCRIPTION RIGHTS
CERTIFICATES, PLEASE CONSULT GEORGESON, THE INFORMATION AGENT.
BANKS AND BROKERS SHOULD CALL
(212) 440-9800
AND STOCKHOLDERS SHOULD CALL
(800) 509-0983.
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