NARA BANK, NATIONAL ASSOCIATION

SUBORDINATED NOTE PURCHASE AGREEMENT

    THE SUBORDINATED NOTES PURCHASED PURSUANT HERETO SHALL EVIDENCE CAPITAL IN NARA BANK, NATIONAL ASSOCIATION, AS PROVIDED IN THE RULES, REGULATIONS AND POLICIES OF THE COMPTROLLER OF THE CURRENCY AND SHALL NOT BE DEPOSITS NOR BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, SHALL BE UNSECURED AND SHALL BE INELIGIBLE AS COLLATERAL FOR ANY LOAN MADE BY THE BANK.

    This Subordinated Note Purchase Agreement ("Agreement" or "Purchase Agreement") is made and entered into as of      , 1999, by and between Nara Bank, National Association, a national banking association located at 3701 Wilshire Boulevard, Suite 220, Los Angeles, California 90010 ("Bank"), and            ("Purchaser"), whose address is            , with reference to the following facts:

ARTICLE I
RECITALS

    1.1 The Bank desires to increase its capital by offering subordinated capital notes ("Notes") in an aggregate principal amount of up to Five Million Dollars ($5,000,000), which shall be offered and issued in the minimum principal amount of $250,000 or additional $50,000 integral amounts thereof; shall be in the form of Exhibit A hereto, have a maturity date of September 20, 2004, and shall bear interest at a fixed 9.00% rate per annum.

    1.2 Purchaser desires to purchase a Note in the aggregate principal amount of            Dollars ($            ).

    NOW, THEREFORE, on the basis of the foregoing facts and in consideration of the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows:

ARTICLE II
PURCHASE AND SALE OF NOTES

    2.1 The Bank shall issue, and Purchaser shall purchase, a Note in the aggregate principal amount of            Dollars ($            ) upon payment by Purchaser of the aggregate principal amount. The Purchaser shall designate the face amount of each Note in integral multiples of $50,000, but in no event shall a Note be issued in principal amount of less than $250,000. Consummation of the purchase (the "Closing") shall take place after the execution of this Purchase Agreement and the execution of a similar Purchase Agreement by each of the other persons desiring to purchase a Note, which date shall be selected by the Bank (the "Closing Date"). The Purchaser shall tender the aggregate principal amount of the Note to be purchased by Purchaser by wire transfer or cashiers check for same day funds along with this properly completed and executed Purchase Agreement to Bank at its headquarters offices on or before 5:00 p.m. on the Closing Date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

    3.1 Bank Representations. The Bank hereby represents and warrants to, and agrees with Purchaser, as follows:

    (a) Capital Structure. The authorized capital stock of the Bank consists of 10,000,000 shares of Common Stock, par value $3 per share. As of the date hereof, there are 4,399,753 shares of Common Stock issued and outstanding. All outstanding shares of Common Stock have been duly

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authorized and validly issued and are fully paid and nonassessable (except as provided in Title 12 of the United States Code) and none of the outstanding shares of Common Stock has been issued in violation of the preemptive rights of any Person.

    (b) Organization, Standing and Authority of the Bank. The Bank is a national banking association duly incorporated and validly existing under the laws of the United States of America with full corporate power and authority to own or lease all of its properties and assets and to carry on its business as now conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which its ownership or leasing of property or the conduct of its business requires such licensing or qualification and where the failure to be so licensed, qualified or in good standing would not have a material adverse effect on the Bank. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation to the maximum extent permitted by the FDIC and the Bank has paid all premiums and assessments required by the FDIC.

    (c) Authority. The Bank has full corporate power and authority to perform its respective obligations under this Agreement, and the execution, delivery and performance by the Bank of this Agreement have been duly authorized by all necessary corporate action on the part of the Bank.

    (d) Due Execution. This Agreement constitutes, and when duly authorized, executed and delivered by the Bank, will constitute a valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except (i) as the enforceability may be limited by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally and (ii) as the rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.

    (e) No Conflict. The execution, delivery and performance of this Agreement will not conflict with or constitute a breach of, or a default under (i) the Articles of Association, or the Bylaws of the Bank, (ii) any material obligation, agreement, indenture, bond, debenture, note, instrument or any other evidence of indebtedness to which the Bank is a party or its assets may be subject, or (iii) any law, ordinance, order, license, rule or other regulation or demand of any court or governmental agency, arbitration panel or authority applicable to the Bank.

    3.2 Purchaser Representations and Warranties. Purchaser hereby represents and warrants to, and agrees with, the Bank as follows:

    (a) Investment Intent. The Note to be acquired by Purchaser hereunder is being acquired for Purchaser's own account for investment and with no intention of distributing or reselling such Notes or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States or any State; without prejudice, however, to a Purchaser's right, subject to the provisions of this Purchase Agreement, at all times to sell or otherwise dispose of all or any part of such Notes under an effective registration statement under the federal Securities Act of 1933 and other applicable State securities laws or under an exemption from such registration and in compliance with the rules and regulations of the Office of the Comptroller of the Currency.

    (b) Agreements. Purchaser has no agreement, understanding, or arrangement with any other person, firm, or corporation, or any intention of entering into any such agreement, understanding, or arrangement, to sell, transfer, or assign, in violation of any state or federal securities law, any part or all of the Note, or which would permit any person, firm, or corporation, in violation of any state or federal securities law, to participate in or otherwise be entitled to any rights or interest as to any part or all of the Note.

    (c) Accredited Investor. At the time it was offered the Notes, it was, at the date hereof, it is, and at the Closing, it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act, and has such knowledge, sophistication and experience in business and financial

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matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes and has so evaluated the merits and risks of such investment, is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment. Purchaser has executed the Purchaser Questionnaire, a copy of which is attached as Exhibit B to this document, attesting to its status as an accredited investor.


 

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