FIRST FOUNDATION INC.Underwriting Agreement • January 21st, 2022 • First Foundation Inc. • State commercial banks • New York
Contract Type FiledJanuary 21st, 2022 Company Industry JurisdictionFIRST FOUNDATION INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Piper Sandler & Co. is acting as representative (the “Representative”), $150,000,000 principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, to be dated as of January 24, 2022, between the Company, as issuer, and U.S. Bank N.A., as the trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be dated as of January 24, 2022 (collectively, the “Indenture”), between the Company and the Trustee. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreem