8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):     March 25, 2014

FIRST FOUNDATION, INC.

Exact name of registrant as specified in its charter)

California	000-55090	20-8639702
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
18101 Von Karman Avenue, Suite 700 Irvine, CA 92612		92612
(Address of principal executive offices)		(Zip Code)

(949) 202-4160

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

As previously reported, in April 2013 First Foundation Inc. (the “Company” or “we,” “us” or “our”) entered into a loan agreement (the “Loan Agreement”) pursuant to which we obtained a five-year term loan in the amount of $7.5 million from NexBank SSB, a commercial savings bank headquartered in Dallas, Texas (“NexBank”).

On March 25, 2014, we entered into a First Amendment to Loan Agreement pursuant to which we obtained an additional $15,000,000 of borrowings from NexBank. As a result, as of March 31, 2014, the outstanding principal amount of the loan (net of previous principal payments by us) will be $21,875,000. The First Amendment did not alter any of the terms of the Loan Agreement or the loan, other than the $15,000,000 increase in the principal amount of the loan (and, as so increased, the “Loan”) and a corresponding increase in the amount of the monthly installments of principal and interest payable on the Loan.

Set forth below is a summary of the material terms of the Loan, as amended by the First Amendment to Loan Agreement (the First Amendment”). That summary is not intended to be complete and is qualified in its entirety by reference to the following documents which, by this reference are incorporated into this Current Report: (i) the Loan Agreement, which is appended as Exhibit 10.13 to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2013 pursuant to the Securities Exchange Act of 1934, and (ii) the First Amendment and an Amended and Restated Promissory Note issued by the Company pursuant to the First Amendment, which are attached as Exhibits 10.98 and 10.99, respectively, to this Current Report.

Payments of Principal and Interest. The Loan is payable by us in 49 monthly installments of principal, each in the amount of approximately $198,864, plus accrued and unpaid interest, commencing on April 1, 2014 and continuing to and including April 1, 2018, with a final installment in the amount of $12,130,682 plus accrued and unpaid interest, due and payable on May 1, 2018, which is the maturity date of the Loan. We have the right, however, to prepay the loan from time to time in part or any time in whole, without our having to pay any premium or penalty. The Loan bears interest at a rate equal to 90 day Libor plus 4.0%.

Security for the Loan. The Loan is secured by a pledge by us to NexBank of all of the outstanding stock of First Foundation Bank, our wholly-owned bank subsidiary (“FFB”). In the event we fail to pay the principal of or interest on the Loan when due, NexBank will have the right to sell our FFB shares to recover the amounts that are owed to it under the Loan Agreement, subject to its compliance with the applicable requirements of the Uniform Commercial Code.

Acceleration Events. The Loan Agreement provides that the unpaid principal amount of the Loan may be accelerated by NexBank and, therefore, become immediately due and payable in full, together with any accrued but unpaid interest, on the occurrence of certain specified events, which include the following: (i) a failure to pay any installment of principal or interest unless cured within ten days thereafter or to meet any non-monetary covenant under the Loan Agreement unless cured within 30 days; (ii) any of the Company’s representations or warranties in the Loan Agreement prove to have been materially untrue when made; (iii) the entry of a non-appealable judgment against the Company in an amount exceeding $250,000 or against any of the Company’s subsidiaries in an amount exceeding $1.0 million; (iv) the Company’s failure to pay any debt owed by it in an amount exceeding $250,000 unless cured within any applicable grace period; (v) the occurrence of an material adverse change to the financial condition, results of operations or prospects of the Company and its subsidiaries considered on a consolidated basis; (vi) the occurrence of a change of control of the Company, or (vii) the Company or any of its Subsidiaries files for bankruptcy protection or has a petition in bankruptcy filed against it that is not dismissed within 60 days.

Scott F. Kavanaugh, our Chief Executive Officer and a member of our Board of Directors, is and since December 2013 has been a director of NexBank and its parent holding company, NexBank Capital, Inc. However, the First Amendment did not alter any of the terms of the Loan Agreement, other than increasing the amount of the Loan and, correspondingly, the amount of the monthly principal installments, and the Loan Agreement and the material terms of the Loan were approved by our Board of Directors several months prior to the time Mr. Kavanaugh joined the boards of directors of NexBank and NexBank Capital.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by this reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 25, 2014, Michael Criste, Henry Tchen and Douglas Freeman voluntarily tendered their resignations as members of the Company’s Board of Directors to enable the size of the Board to be reduced from a total of 13 to a total of 10 members. This reduction was recommended by the Board’s Nominating and Governance Committee which concluded that the Board would, as a result, be able to function more efficiently and that the reduction in the number of directors would bring the size of the Company’s Board more in line with boards of other comparably-sized companies (in terms of assets and scope of operations).

Douglas Freeman will continue as a Senior Managing Director of First Foundation Advisors, the Company’s investment and wealth management subsidiary (“FFA”).

As a result of those resignations, the Board is now comprised of six independent directors and four non-independent directors (including Ms. Collins, who served as an executive officer of FFA until her retirement in December 2011).

Item 9.01 Financial Statements and Exhibits

(d)     Exhibit.

Exhibit No.	Description of Exhibit
10.98	First Amendment to Loan Agreement with NexBank.
10.99	Amended & Restated Promissory Note issued by the Company to NexBank pursuant to the First Amendment to Loan Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST FOUNDATION, INC.
Date: March 27, 2014	By:	/s/ JOHN M. MICHEL
		John M. Michel
		Executive Vice President and Chief Financial Officer

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	INDEX TO EXHIBITS
Exhibit No.	Description of Exhibit
10.98	First Amendment to Loan Agreement with NexBank.
10.99	Amended & Restated Promissory Note issued by the Company to NexBank pursuant to the First Amendment to Loan Agreement.

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EX-10.98

Exhibit 10.98

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of March 25, 2014 (the “Amendment Date”), between First Foundation Inc., a California corporation (“Borrower”) and NEXBANK SSB (“Lender”).

R E C I T A L S

A.        Borrower and Lender are parties to that certain Loan Agreement dated as of April 19, 2013 (the “Original Loan Agreement”). Unless otherwise defined herein, any term used in this Amendment that has its initial letter capitalized will have the same meaning as defined in the Original Loan Agreement and, unless otherwise stated herein or the context indicates otherwise, all Section references in this Amendment are to Sections in the Original Loan Agreement.

B.        On April 19, 2013, Borrower executed a Promissory Note in the original principal amount of $7,500,000.00 in favor of Lender, evidencing the Loan (the “Original Note”).

C.        Borrower has requested an increase in the amount of the Loan in an amount equal to $15,000,000, (the “Additional Loan Amount”) after which the outstanding principal balance of the Loan as of the Effective Date (as hereinafter defined) shall be $21,875,000.

D.        Borrower has requested that Lender amend the Original Loan Agreement as provided below and Borrower has agreed to issue, on the Effective Date, to Lender an Amended and Restated Promissory Note to evidence Borrower’s obligation to pay the Loan.

E.        Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested by Borrower.

F.        Borrower and Lender agree to the other terms and provisions provided below, subject to the terms, conditions, and representations set forth herein.

NOW, THEREFORE, in consideration of these premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows:

1. Amendments to the Original Loan Agreement. Subject to the satisfaction of the conditions set forth herein, the Original Loan Agreement is amended as follows:

(a)        The “Recitals” are hereby amended and restated in their entirety to read as follows:

Borrower has applied to Lender for a term loan in the amount of TWENTY-ONE MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($21,875,000) (the “Loan”), and Lender is willing to make the Loan on the terms and conditions hereinafter set forth.

(b)        Section 2.1 of the Original Loan Agreement is amended as follows:

First Amendment

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(i)          The definition of the term “Note” is hereby amended and restated to read as follows:

“Note:    That certain Amended and Restated Promissory Note, in the Loan Amount, dated as of March     , 2014 and executed by Borrower and payable to the order of Lender, evidencing the Loan.”

(ii)          The following definition is hereby added to Section 2.1 of the Original Loan Agreement, between the definitions of “Open the Loan, Opening of the Loan or Loan Opening” and “Other Real Estate Owned”:

“Original Note:    That certain Promissory Note dated and executed by Borrower as of April 19, 2013 in the original principal amount of $7,500,000.00 evidencing the Loan made by Lender to Borrower pursuant to the Original Loan Agreement.”

(c)        Section 4.1(a) is hereby amended and restated in its entirety to read as follows:

“(a) The maximum aggregate principal amount of the Loan shall not exceed TWENTY-ONE MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($21,875,000) (the “Loan Amount”). No principal amount repaid may be reborrowed.”

(d) Section 5.2, titled “Required Principal and Interest Payments,” is hereby amended and restated in its entirety to read as follows:

“Commencing on April 1, 2014 and continuing on each Payment Date thereafter, until the Loan and all accrued interest thereon has been paid in full, installments of principal in the amount of $198,863.64 (unless the principal balance is less than such required installment amount, and in such case, the remaining principal balance of the Note shall be due and payable on the Payment Date) plus accrued interest thereon shall be due and payable on each Payment Date. The outstanding principal balance of the Loan and any and all accrued but unpaid interest hereon shall be due and payable in full on the Maturity Date or upon any earlier maturity hereof, whether by acceleration in accordance with this Agreement and the other Loan Documents. All payments (whether of principal or of interest) shall be deemed credited to Borrower’s account only if received by 2:00 p.m. Dallas time on a Business Day; otherwise, such payment shall be deemed received on the next Business Day.”

2. Conditions Precedent. Notwithstanding any contrary provision, this Amendment shall be effective on the first Business Day upon which all of the following conditions precedent have been satisfied (the “Effective Date”):

(a)        Lender shall have received counterparts of this Amendment executed and delivered by Borrower on the signature page hereof;

(b)        Lender shall have received the Amended and Restated Promissory Note executed by Borrower;

First Amendment

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(c)        No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to this Amendment; and

(d)        Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance reasonably satisfactory to Lender

(It is hereby agreed that execution of this Amendment by Lender shall evidence conclusively that all of the foregoing conditions have been fulfilled).

3. Disbursement of Additional Loan Amount. Lender agrees to disburse the Additional Loan Amount in its entirety to Borrower within one (1) Business Day following the Effective Date, provided that no Material Adverse Change has occurred with respect to Borrower and its Subsidiaries, considered as a whole, and no Default or Event of Default has occurred and is continuing hereunder.

4. Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the terms and provisions of the Original Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by Borrower, except for the Original Note which, on the Effective Date, will cease to be in effect and cease to be one of the Loan Documents and will be replaced by the Amended and Restated Promissory Note. Borrower hereby agrees that, except as expressly provided in this Amendment, the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Borrower under the Original Loan Agreement and the other Loan Documents or the Liens securing the payment and performance thereof. Borrower further confirms that the liens and security interests in the Collateral created under the Loan Documents secure, among other indebtedness, Borrower’s obligations under the Loan Documents.

5. Representations and Warranties. As a material inducement for Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, and after giving effect to the transactions contemplated by this Amendment: (a) all representations and warranties of the Borrower in the Original Loan Agreement and in all the other Loan Documents are true and correct in all material respects, as though made on the date hereof, except to the extent that (i) any of those representations and warranties speak to a different specific date or may have otherwise been made inaccurate by the mere passage of time; or (ii) the facts or circumstances on which any of those representations and warranties were based have been changed by transactions or events not prohibited by the Loan Documents; or (iii) Borrower discloses to Lender otherwise in the Borrower Disclosure Schedules as updated by Borrower, delivered to Lender at least two (2) Business Days prior to the Effective Date and approved of by Lender; (b) no Default or Event of Default exists under the Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, and is binding and enforceable against Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws, now or hereafter in effect, relating to or limiting the rights of creditors’ and general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and, to the knowledge of Borrower, will not, by the passage of time, the giving of notice, or both: (i) require any governmental approval which Borrower is required to obtain, other than such as have been obtained and are in full force and effect;

First Amendment

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(ii) violate any applicable law to which Borrower is subject; (iii) conflict with, result in a breach of, or constitute a default under the Constituent Documents of Borrower; (iv) conflict with, result in a breach of, or constitute a default under any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its properties may be bound; or (v) result in or require the creation or imposition of any Lien (other than a Permitted Lien) upon any property now owned or hereafter acquired by Borrower (the failure of which, in the case of clauses (i), (ii), (iv) and (v) of this Section 5(b), would have, either individually or in the aggregate, a Material Adverse Change on Borrower and its Subsidiaries considered as a whole).

6. Reserved.

7. Miscellaneous.

(a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Loan Agreement or Amended and Restated Promissory Note to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference, in the Loan Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Loan Agreement, to the “Loan Agreement”, shall mean and be a reference to the Original Loan Agreement as amended by this Amendment.

(b) The Loan Documents shall remain unchanged and in full force and effect, except as modified or amended by this Amendment, and, as so modified and amended, are hereby ratified and confirmed by the parties. The parties further agree that the execution, delivery, and effectiveness of this Amendment shall not, except as otherwise expressly provided herein, operate as a waiver of any rights of Lender or Borrower under any of the Loan Documents (as and to the extent modified or amended by this Amendment).

(c) All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

(d) This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

(e) THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(f) The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

First Amendment

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(g) Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(h) Lender shall deliver to Borrower the Original Note, marked “Amended, restated and renewed, but not extinguished, by that certain Amended and Restated Promissory Note dated March 25, 2014, executed by Borrowers, payable to the order of Lender in the original principal amount of $21,875,000”.

(i) This Amendment shall be construed in accordance with and governed by the laws of the State of Texas.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow.]

First Amendment

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterparts to be effective as of date first set forth above.

BORROWER:
FIRST FOUNDATION, INC., a California corporation
By:	/s/  JOHN M. MICHEL
Name: John M. Michel
Title:  Executive Vice President and Chief Financial Officer
LENDER:
NEXBANK SSB
By:	/s/  Matt Siekielski
Name:      Matt Siekielski
Title:       Chief Operating Officer

Signature Page to First Amendment to Loan Agreement

(First Foundation, Inc.)

EX-10.99

Exhibit 10.99

AMENDED AND RESTATED PROMISSORY NOTE

U.S. $ 21,875,000 As of March 25, 2014

FOR VALUE RECEIVED, FIRST FOUNDATION INC., a California corporation, having an address at 18101 Von Karman Ave., Suite 700, Irvine, California 92612 (“Maker”), hereby promises to pay to the order of NEXBANK SSB (“Payee”), at its address at 2515 McKinney Avenue, Suite 1100, Dallas, Texas 75201 or such other address as it may designate in writing, the principal sum of TWENTY-ONE MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS and NO/100 ($21,875,000), or, if less, the unpaid principal amount of the Loan, and interest from the date hereof on the balance of principal from time to time outstanding, in United States currency, at the rates and at the times hereinafter described.

On April 19, 2013 Maker executed and delivered a promissory note to Payee in the original principal amount of $7,500,000 (the “Original Note”) to evidence the making of a loan by Payee in that amount (the “Original Loan”) to Maker pursuant to that certain Loan Agreement dated as of April 19, 2013 (the “Original Loan Agreement”). As of the date hereof, the outstanding principal balance of the Original Loan is $6,875,000. Concurrently herewith Maker and Payee are entering into a First Amendment to Loan Agreement (the “First Amendment”), which provides for the making of an additional loan by Payee to Maker in the principal amount of $15,000,000 (the “Additional Loan”) on the terms contained in the Original Loan Agreement as amended by the First Amendment (and as so amended “Loan Agreement”). This Amended and Restated Promissory Note (this “Note”) is issued by Maker to Payee to evidence the principal amount of the indebtedness of Maker to Payee outstanding on the date hereof, totaling $21,875,000. The principal amount of this Note is equal to the sum of the unpaid principal balance of the Original Note and the amount of the Additional Loan..

Payment of this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express reference as if fully set forth herein. In the event of any conflict between any of the terms and provisions of this Note and the terms or provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement.

1.           Principal and Interest.

(a)        The maximum aggregate principal amount of this Note shall not exceed TWENTY-ONE MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($21,875,000). No principal amount repaid may be reborrowed. All principal, interest and other sums due under this Note shall be due and payable in full on the Maturity Date, to the extent not previously paid.

(b)        Subject to Section 1(c) below, the unpaid principal amount of this Note shall bear interest at the Note Rate, unless the Default Rate becomes applicable. Interest shall be calculated for the actual number of days elapsed on the basis of a 365-day year, including the first date of the applicable period to, but not including, the date of repayment. The Loan shall bear interest at the Default Rate upon the occurrence and during the continuance of an Event of Default; provided, however, that, upon the cure or other cessation of the Event of Default, interest shall thereafter accrue at the Note Rate.

(c)        Principal shall be paid in monthly installments, each in the amount of one hundred ninety-eight thousand eight hundred sixty-three dollars and sixty-four cents ($198,863.64), plus

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accrued but unpaid interest, commencing on April 1, 2014 and continuing on each Payment Date thereafter, until the Maturity Date or, if the Maturity Date of this Note is accelerated to any earlier date by Lender pursuant to Section 16.1(a) of the Loan Agreement, then until such earlier date, when the principal amount of this Note then outstanding, and all accrued but unpaid interest thereon shall be due and payable in full. All payments (whether of principal or of interest) shall be deemed credited to Borrower’s account only if received by 2:00 p.m. Dallas time on a Business Day; otherwise, such payment shall be deemed received on the next Business Day.

(d)        Notwithstanding anything in this Note to the contrary, Maker shall have the right, in its sole discretion, to prepay the unpaid principal balance of this Note at any time in whole or from time to time in part, without penalty, premium or other charge whatsoever, and on the terms and conditions set forth in Section 4.4 of the Loan Agreement.

2.           Maximum Lawful Rate. It is the intent of Maker and Payee to conform to and contract in strict compliance with applicable usury law from time to time in effect. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the rate of interest taken, reserved, contacted for, charged or received under this Note and the other Loan Documents exceed the highest lawful interest rate permitted under applicable law. If Lender shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the highest lawful interest rate permitted under applicable law, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan in the inverse order of its maturity and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. All interest paid or agreed to be paid to the holder hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of the Loan so that the amount of interest on account of such obligation does not exceed the maximum permitted by applicable law. As used in this Section, the term “applicable law” shall mean the laws of the State of Texas or the federal laws of the United States, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future.

3.           Monthly Payments. Subject to any applicable grace periods set forth in the Loan Agreement, all payments on account of the indebtedness evidenced by this Note shall be made to Payee not later than 2:00 p.m. Dallas, Texas time on the day when due, or if such day is other than a Business Day, then on the next succeeding Business Day, in lawful money of the United States and shall be first applied to the payment of late charges, costs of collection or enforcement and other similar amounts due, if any, under this Note as and to the extent provided in the Loan Agreement, then to accrued but unpaid interest payable hereunder and the remainder to reduce the principal amount of this Note then outstanding.

4.           Maturity Date. The indebtedness evidenced hereby shall mature on the Maturity Date, or if the Maturity Date of this Note is accelerated to any earlier date by Lender pursuant to Section 16.1(a) of the Loan Agreement, then on such earlier date. On the Maturity Date, or such earlier date, as the case may be, the entire outstanding principal balance hereof, together with accrued and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid, become due and payable.

5.           General Provisions.

(a)        In the event (i) the principal balance hereof is not paid when due, whether upon acceleration or the Maturity Date or (ii) an Event of Default occurs, then the principal balance

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hereof shall thereafter bear interest at the Default Rate until such date, if any, on which the Event of Default is cured or otherwise ceases, at which time any remaining principal balance shall again bear interest at the Note Rate. In addition, for any installment (exclusive of the payment due upon the Maturity Date) which is not paid by the tenth (10^th) day following the due date thereof a late charge equal to five percent (5%) of the amount of such installment shall be due and payable to the holder of this Note on demand to cover the extra expense involved in handling delinquent payments.

(b)        Maker agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq.

(c)        This Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to the benefit of Payee, together with its successors and Permitted Assigns.

(d)        Time is of the essence as to all dates set forth herein.

(e)        To the fullest extent permitted by applicable law, except as may be agreed in writing by Payee or as may be set forth to the contrary in the Loan Agreement or the other Loan Documents, Maker’s liability shall not be in any manner affected by any indulgence, extension of time, or renewal, granted or consented to by Payee.

(f)        To the fullest extent permitted by applicable Law, Maker hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against the enforcement and collection of the obligations evidenced by this Note.

(g)        If this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all reasonable costs incurred by Lender to collect, or attempt to collect this Note, including all reasonable attorneys’ fees and disbursements actually incurred by the Lender.

(h)        To the fullest extent permitted by applicable law, except as otherwise provided in the Loan Agreement or any of the other Loan Documents, (i) all parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest, and (ii) no failure to accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (A) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (B) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State.

(i)        THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND ANY APPLICABLE

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LAWS OF THE UNITED STATES OF AMERICA.

(j)        This Note is in amendment, restatement, and renewal, but not extinguishment, of that certain Promissory Note dated April 19, 2013, executed by Borrowers, payable to the order of Lender in the original principal amount of $7,500,000.

(k)        THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature page follows.]

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Maker has delivered this Note as of the day and year first set forth above.

MAKER:
FIRST FOUNDATION INC.,
a California corporation
By:    /s/ JOHN M. MICHEL
Name:	John M. Michel
Title:	Executive Vice President and Chief Financial Officer

Signature Page to

Amended and Restated

Promissory Note