First Foundation Inc. Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2025 • First Foundation Inc. • State commercial banks • Delaware
This Indemnification Agreement (this “Agreement”), dated [·], is by and between First Foundation Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
CHANGE OF CONTROL SEVERANCE COMPENSATION AGREEMENTChange of Control Severance Compensation Agreement • June 1st, 2020 • First Foundation Inc. • State commercial banks • California
This CHANGE OF CONTROL SEVERANCE COMPENSATION AGREEMENT, dated as of June 1, 2020, (the “Agreement”), is made by and between First Foundation Inc., a California corporation (the “Company”) and Kevin L. Thompson (the “Executive”), with reference to the following facts and circumstances:
FIRST FOUNDATION INC., as Issuer and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 24, 2022 to INDENTURE Dated as of January 24, 2022First Supplemental Indenture • January 24th, 2022 • First Foundation Inc. • State commercial banks • New York
PLEDGE AND SECURITY AGREEMENT dated as of February 8, 2017 betweenPledge and Security Agreement • February 9th, 2017 • First Foundation Inc. • State commercial banks • Texas
This PLEDGE AND SECURITY AGREEMENT, dated as of February 8, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among First Foundation Inc., a Delaware corporation (the “Borrower” or “Grantor”), and NexBank, SSB, as lender (together with its successors and permitted assigns, the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2025 • First Foundation Inc. • State commercial banks • California
This EMPLOYMENT AGREEMENT (the “Agreement”), by and among First Foundation Inc., a Delaware corporation (“FFI”), First Foundation Bank, a California state-chartered commercial bank (“FFB”, and together with FFI, the “Employer”), and Thomas C. Shafer (the “Executive”), is made and entered into as of February 11, 2025 (the “Effective Date”).
6,233,766 Shares First Foundation Inc. Common Stock par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 6th, 2015 • First Foundation Inc. • State commercial banks • New York
First Foundation Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of 6,233,766 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 935,065 additional shares (the “Optional Shares”) of the common stock, par value $0.001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to herein as, the “Shares”).
LOAN AGREEMENT for a loan in the amount of MADE BY AND BETWEEN First Foundation Inc., a Delaware corporation 18101 Von Karman Ave., Suite 700, Irvine, California 92612, as Borrower AND NEXBANK SSB,Loan Agreement • February 9th, 2017 • First Foundation Inc. • State commercial banks • Texas
THIS LOAN AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of February 8, 2017 (the “Effective Date”), by and between First Foundation Inc., a Delaware corporation (“Borrower”) and NEXBANK SSB, a Texas savings bank, its successors and assigns (“Lender”).
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENTChange in Control Severance Compensation Agreement • February 28th, 2023 • First Foundation Inc. • State commercial banks • California
This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (the “Agreement”), dated as of August 6, 2020 (“Effective Date”), is made by and between First Foundation Inc., a Delaware corporation (the “Company”), and John Hakopian (the “Executive”), with reference to the following facts and circumstances:
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2014 • First Foundation Inc. • State commercial banks • California
This EMPLOYMENT AGREEMENT (the “Agreement”) amends and restates the Employment Agreement made as of September 17, 2007, by and between First Foundation Bank, a federal savings bank (the “Employer”), and Dave O. Rahn (the “Executive”). The effective date of this amended and restated Agreement is December 31, 2009 (the “Effective Date”).
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2018 • First Foundation Inc. • State commercial banks
This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Fourth Amendment” or this “Amendment”) is made as of February 7, 2018 (the “Effective Date”), by and between First Foundation Advisors (the “Employer”), a California corporation and John A. Hakopian (“Executive”), with reference to the following:
INVESTMENT AGREEMENT by and between FIRST FOUNDATION INC. and STRATEGIC VALUE INVESTORS, LP Dated as of July 2, 2024Investment Agreement • July 2nd, 2024 • First Foundation Inc. • State commercial banks • Delaware
INVESTMENT AGREEMENT, dated as of July 2, 2024 (this “Agreement”), by and between First Foundation Inc., a Delaware corporation (the “Company”), and Strategic Value Investors, LP, a Delaware limited partnership (“Purchaser”).
Equity Distribution AgreementEquity Distribution Agreement • February 17th, 2017 • First Foundation Inc. • State commercial banks • New York
First Foundation Inc., a Delaware corporation (the “Company”), and First Foundation Bank, a California corporation (the “Bank”), each enter into this Equity Distribution Agreement (this “Agreement”), with FBR Capital Markets & Co. (“FBR”), Raymond James & Associates, Inc. (“Raymond James”), Sandler O’Neill & Partners, L.P. (“Sandler”), and D.A. Davidson & Co. (“Davidson”) (each of FBR, Raymond James, Sandler and Davidson individually a “Distribution Agent” and collectively the “Distribution Agents”) as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JUNE 2, 2021 BY AND BETWEEN FIRST FOUNDATION INC. AND TGR FINANCIAL, INC.Merger Agreement • August 6th, 2021 • First Foundation Inc. • State commercial banks • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of June 2, 2021 (this “Agreement”), by and between First Foundation Inc., a Delaware corporation (“First Foundation”), and TGR Financial, Inc., a Florida corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • April 28th, 2023 • First Foundation Inc. • State commercial banks • Delaware
This Settlement Agreement (this “Agreement”), effective as of April 25, 2023 (the “Effective Date”), by and between Driver Opportunity Partners I LP, Driver Management Company LLC, and J. Abbott R. Cooper (collectively, “Driver”), and First Foundation, Inc. (“First Foundation” or the “Company”) and certain of its current and former directors and officers, namely, Max Briggs, John Hakopian, Scott F. Kavanaugh, Ulrich E. Keller, Jr., David G. Lake, Jacob Sonenshine, Diane M. Rubin, Mitchell M. Rosenberg, Elizabeth Pagliarini, Gary L. Tice (the “Director Defendants”), Christopher Naghibi and Catharine Kelly Rentzel (the “Officer Defendants”). The Company, the Director Defendants, and the Officer Defendants are collectively referred to as the “Defendants.” Each of Driver and each of the Defendants alone is referred to as a “Party,” and they are together referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2025 • First Foundation Inc. • State commercial banks • California
This EMPLOYMENT AGREEMENT (the “Agreement”), by and between First Foundation Bank, a California state-chartered commercial bank (“FFB” or the “Employer”), and Parham Medhat (the “Executive”), is made and entered into as of October 21, 2025 (the “Effective Date”).
WARRANT to purchase Shares of Series C Non-Voting Common Equivalent Stock of FIRST FOUNDATION INC. a Delaware CorporationWarrant Agreement • July 9th, 2024 • First Foundation Inc. • State commercial banks
FIRST FOUNDATION INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 15th, 2017 • First Foundation Inc. • State commercial banks • Delaware
On ______ __, 20__, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of First Foundation Inc., a Delaware corporation (the “Company”), granted to ________________ (“Participant” or “you”), the number of Restricted Stock Units (the “RSUs”) set forth below pursuant to and on the terms and subject to the restrictions and conditions contained in the Company’s 2015 Equity Incentive Plan (the “Plan”) and in this Restricted Stock Unit Agreement (this “RSU Agreement” or this “Agreement”). Any term with an initial capital letter that is included, but is not defined, in this RSU Agreement shall have the meaning given to such term in the Plan, unless the context in which such term is used clearly indicates that another meaning is intended.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 9th, 2018 • First Foundation Inc. • State commercial banks • Texas
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of April 6, 2018, between FIRST FOUNDATION INC., a Delaware corporation (“Borrower”), and NEXBANK SSB (with its participants, successors and assigns, “Lender”).
AGREEMENT AND PLAN OF MERGER by and between FIRSTSUN CAPITAL BANCORP and FiRST FOUNDATION INC. Dated October 27, 2025Merger Agreement • October 30th, 2025 • First Foundation Inc. • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2025 (this “Agreement”), by and between FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), and First Foundation Inc., a Delaware corporation (“First Foundation”).
STOCK OPTION AGREEMENTStock Option Agreement • March 15th, 2017 • First Foundation Inc. • State commercial banks • Delaware
On ______ __, 20__, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of First Foundation Inc., a Delaware corporation (the “Company”), granted to ________________ (“Participant” or “you”), pursuant to the Company’s 2015 Equity Incentive Plan (the “Plan”), an option (the “Option”) entitling you to purchase the number of shares of Common Stock of the Company set forth below (the “Option Shares”) on the terms and subject to the conditions set forth in this Stock Option Agreement (this “Agreement”) and in the Plan. Any capitalized term not defined in this Agreement shall have the same meaning ascribed to it in the Plan, unless the context in which such term is used in this Agreement indicates otherwise.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 6th, 2026 • First Foundation Inc. • State commercial banks
This AMENDMENT NO. 1, dated February 6, 2026 (this “Amendment”), amends the Agreement and Plan of Merger, dated October 27, 2025 (the “Agreement”), by and between FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), and FIRST FOUNDATION INC., a Delaware corporation (“First Foundation”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2013 • First Foundation Inc. • California
This EMPLOYMENT AGREEMENT (the “Agreement”) amends and restates the Employment Agreement made as of September 17, 2007, by and between First Foundation Advisors, a California corporation (the “Employer”), and Review Capacity for each officer (the “Executive”). The effective date of this amended and restated Agreement is December 31, 2009 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among First Foundation Inc.,Merger Agreement • October 17th, 2013 • First Foundation Inc. • California
AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2011 (this “Agreement”), by and among First Foundation Inc., a California corporation (“FFI”), First Foundation Bank, a federal savings bank (“FFB”) that is a wholly-owned subsidiary of FFI, Desert Commercial Bank, a California state chartered bank (“DCB”). Each of FFI, FFB and DCB shall sometimes be referred to in this Agreement as a “Party” and collectively as the “Parties”. Certain other terms with initial capital letters that are used or appear in this Agreement shall have the respective meanings given to such terms in Section 1 of this Agreement.
FIRST FOUNDATION INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 17th, 2013 • First Foundation Inc. • California
This INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of _________ __, 20__, by and between FIRST FOUNDATION INC., a California corporation (the “Company”), and ______________ (the “Indemnitee”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2016 • First Foundation Inc. • State commercial banks
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment" or this "Amendment") is made as of January 26, 2016 (the "Effective Date"), by and between First Foundation Inc., a Delaware corporation, First Foundation Advisors (“FFA”), a California corporation, First Foundation Bank, a California corporation (collectively the “Employer”), and John M. Michel ("Executive"), with reference to the following:
AGREEMENT AND PLAN OF MERGER by and among First Foundation Inc. a California corporation, First Foundation Bank a California State Chartered Bank and Wholly-Owned Subsidiary of FFI and Pacific Rim Bank a Hawaii State Chartered Bank November 25, 2014Merger Agreement • December 1st, 2014 • First Foundation Inc. • State commercial banks • California
AGREEMENT AND PLAN OF MERGER dated as of November 25, 2014 (this “Agreement”), by and among First Foundation Inc., a California corporation (“FFI”), First Foundation Bank, a California state-chartered bank (“FFB”) that is a wholly-owned subsidiary of FFI, and Pacific Rim Bank, a bank chartered under the laws of the state of Hawaii (“PRB”). Each of FFI, FFB and PRB shall sometimes be referred to in this Agreement as a “Party” and collectively as the “Parties”. Certain other terms with initial capital letters that are used or appear in this Agreement shall have the respective meanings given to such terms in Section 1 of this Agreement.
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • November 8th, 2024 • First Foundation Inc. • State commercial banks
This Amendment to Investment Agreement (this “Amendment”), effective as of September 25, 2024, is made by and between First Foundation Inc., a Delaware corporation (the “Company”) and CF 1Foundation Investors LP, a Delaware limited partnership (“Purchaser”), and amends that certain Investment Agreement, dated as of July 2, 2024 (the “Agreement”), by and between the Company and Purchaser. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2026 • First Foundation Inc. • State commercial banks • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”), by and between First Foundation Inc. (the “Employer”), a Delaware corporation, and James Britton (the “Executive”), is made and entered into as of March 26, 2026.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 8th, 2022 • First Foundation Inc. • State commercial banks • California
This Separation Agreement and General Release (“Agreement”) is entered into by and between First Foundation Bank, a California banking corporation (the “Employer”), on the one hand, and David DePillo (the “Employee”), on the other hand, with reference to the following facts:
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 3rd, 2019 • First Foundation Inc. • State commercial banks • Texas
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of May 31, 2019, between FIRST FOUNDATION INC., a Delaware corporation (“Borrower”), and NEXBANK SSB (with its participants, successors and assigns, “Lender”).
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • First Foundation Inc. • State commercial banks
This SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Sixth Amendment” or this “Amendment”) is made as of December 19, 2022 (the “Effective Date”), by and between First Foundation Advisors, a California corporation (the “Employer”), and John A. Hakopian (“Executive”), with reference to the following:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2023 • First Foundation Inc. • State commercial banks
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 14, 2023 (the “Effective Date”), by and between First Foundation Bank, a California state chartered commercial bank (the “Employer”), and Amy Djou (“Executive”), with reference to the following:
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2016 • First Foundation Inc. • State commercial banks
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment" or this "Amendment") is made as of January 26, 2016 (the "Effective Date"), by and between First Foundation Inc., a Delaware corporation and First Foundation Advisors, a California corporation, (collectively the “Employer”), and Ulrich E. Keller, Jr., ("Executive"), with reference to the following:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2026 • First Foundation Inc. • State commercial banks
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of March 26, 2026, by and among First Foundation Inc., a Delaware corporation (“FFI”), First Foundation Bank, a California state-chartered commercial bank (“FFB”, and together with FFI, the “Employer”), and Simone Lagomarsino (“Executive”), with reference to the following:
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 24th, 2022 • First Foundation Inc. • State commercial banks • Texas
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of March 22, 2022, between FIRST FOUNDATION INC., a Delaware corporation (“Borrower”), and NEXBANK (with its participants, successors and assigns, “Lender”).