Form 8-K

8-K — First Foundation Inc.

Accession: 0001104659-26-038418

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0001413837

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2610118d2_8k.htm (Primary)

EX-3.3 — EXHIBIT 3.3 (tm2610118d2_ex3-3.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 1, 2026

First Foundation Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-36461

20-8639702

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5221 N. O’Connor Blvd. #1378

Irving, Texas 75309

(Address of principal executive offices)

(469) 638-9636

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Common Stock

FFWM

The

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging Growth Company

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01

Completion of Acquisition or Disposition of Assets.

Effective April 1, 2026, First

Foundation Inc. (“First Foundation”) completed its previously announced merger (the “Merger”) with FirstSun

Capital Bancorp (“FirstSun”) pursuant to the terms of the Agreement and Plan of Merger, dated October 27, 2025, as

amended, by and between First Foundation and FirstSun (the “Merger Agreement”). At closing, First Foundation merged with

and into FirstSun, with FirstSun surviving the Merger. Immediately following the Merger, First Foundation Bank, a

California-chartered banking corporation and wholly owned subsidiary of First Foundation, merged with and into Sunflower Bank,

National Association, a national banking association and wholly owned subsidiary of FirstSun, with the Sunflower Bank continuing as

the surviving bank.

Pursuant to the terms of the Merger

Agreement, at the effective time of the Merger (the “Effective Time”), each share of First Foundation common stock

issued and outstanding immediately prior to the Effective Time (other than certain excluded shares specified in the Merger

Agreement) became entitled to receive 0.16083 of a share of FirstSun common stock (the “exchange ratio”) with cash paid

in lieu of any fractional shares. In addition, at the Effective Time, each then-outstanding share of First Foundation Series A

Noncumulative Convertible Preferred Stock (the “Series A stock”) and Series C Non-Voting Common Equity

Equivalent Stock (the “Series C stock” and together with the Series A stock, the “First Foundation

Preferred Stock”) was converted into the right to receive 0.16083 of a share of FirstSun common stock for each share of First

Foundation common stock into which the First Foundation Preferred Stock was convertible into immediately prior to the Effective

Time, subject to certain exceptions.

Restricted Stock Units. At the

Effective Time, each outstanding and unvested time-based restricted stock unit to acquire First Foundation common stock was assumed and

converted into a restricted stock unit award to acquire FirstSun common stock. The number of FirstSun shares subject to each award equals

the number of First Foundation shares covered by the award immediately prior to the Effective Time, multiplied by the exchange ratio.

Performance-Based Restricted Stock Units.

At the Effective Time, each outstanding and unvested performance-based restricted stock unit to acquire First Foundation common stock

was assumed and converted into a restricted stock unit to acquire FirstSun common stock. The number of FirstSun shares subject to each

award was calculated based on the target performance level immediately prior to the Effective Time, multiplied by the exchange ratio.

After the Effective Time, these awards will be subject only to service-based vesting through the end of the original performance period

and will no longer include performance conditions.

Warrants. Pursuant to the Merger

Agreement, holders of First Foundation warrants to acquire shares of Series C Stock entered into a Warrant Exercise and Termination Agreement.

Under this agreement, immediately prior to the Effective Time, each then-outstanding warrant was exercised on a cashless basis and terminated.

In exchange, warrant holders became entitled to receive Series C Stock, along with an aggregate cash payment of approximately $17.5 million.

The Series C stock was converted in the Merger as described above. The form of Warrant Exercise and Termination Agreement is included

as Exhibit G to the Merger Agreement attached hereto as Exhibit 2.1.

Non-Voting Common Stock. Pursuant

to the Merger Agreement, if, as a result of receiving shares of FirstSun common stock in the Merger, any holder (together with its affiliates)

would own more than 4.99% of the outstanding shares of FirstSun voting common stock immediately following the Effective Time, such holder

may elect to receive shares of FirstSun non-voting common stock for the portion of shares in excess of 4.99%. Eligible stockholders must

make this election by providing written notice to FirstSun no later than ten business days after the Effective Time.

The foregoing summary of the Merger Agreement

does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is included

as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally, a copy of Amendment

No.1 to the Merger Agreement is included as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the Merger, First Foundation no

longer fulfills the listing requirements of the New York Stock Exchange (the “NYSE”). First Foundation notified the NYSE that

trading in First Foundation common stock should be suspended and the listing of First Foundation common stock should be removed, in each

case effective as of the Effective Time, and requested that the NYSE file with the U.S. Securities and Exchange Commission (the “SEC”)

a notification of removal from listing and registration of First Foundation common stock on Form 25 to effect the delisting of all

shares of First Foundation common stock from the NYSE and the deregistration of such First Foundation common stock under Section 12(b) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”). FirstSun, as successor to First Foundation, intends

to file with the SEC a certification on Form 15 requesting the termination of the registration of the First Foundation common stock

under Section 12(g) of the Exchange Act and the suspension of First Foundation’s reporting obligations under Sections

13 and 15(d) of the Exchange Act.

The information set forth under Item 2.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders.

At the Effective Time, each holder of shares of

First Foundation stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of First

Foundation, except the right to receive the merger consideration in accordance with the Merger Agreement and subject to the terms and

conditions set forth in the Merger Agreement.

The information set forth under Items 2.01, 3.01,

5.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

On April 1, 2026, First Foundation was merged

with and into FirstSun pursuant to the Merger Agreement, with FirstSun continuing as the surviving corporation.

The information set forth under Items 2.01, 3.01,

3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, and in accordance

with the terms of the Merger Agreement, First Foundation’s directors and executive officers ceased serving as directors and

executive officers of First Foundation. Additionally, in accordance with the terms of the Merger Agreement, the FirstSun Board of

Directors was increased to 13 members, and five former First Foundation directors were appointed to serve on the Board of Directors

of FirstSun - Sam Edelson, Henchy Enden, Benjamin Mackovak, Allen Parker and Thomas Shafer. Each of the new directors, other than

Mr. Shafer, will receive compensation consistent with other non-employee directors, as described in FirstSun’s Proxy

Statement.

The information set forth under Item 2.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the Merger, at the Effective Time,

First Foundation ceased to exist, and the Certificate of Incorporation, as amended, and the Bylaws of First Foundation ceased to be in

effect by operation of law. The Amended and Restated Certificate of Incorporation, as amended, and the Bylaws of FirstSun, as in effect immediately

prior to the Effective Time, remain in effect as the certificate of incorporation and the bylaws of the surviving entity of the Merger,

consistent with the terms of the Merger Agreement. Copies of the Amended and Restated Certificate of Incorporation and the Bylaws of FirstSun

are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Additionally, in connection with the

completion of the Merger and in accordance with the Merger Agreement, FirstSun’s certificate of incorporation was amended (the

“Charter Amendment”) to increase the number of authorized shares of FirstSun common stock from 50,000,000 shares to

80,000,000 shares, and to create a new class of non-voting common stock and to authorize 20,000,000 shares of such non-voting common

stock (which is in addition to the 80,000,000 shares of authorized common stock referenced above). The non-voting common stock was

created to permit eligible legacy First Foundation stockholders to elect to receive non-voting common stock in lieu of FirstSun

voting common stock for any shares in excess of the 4.99% ownership threshold. The Charter Amendment was approved by FirstSun

stockholders on February 27, 2026, which was a condition to the closing of the Merger. On March 31, 2026, FirstSun filed the Charter

Amendment with the Delaware Secretary of State, and the Charter Amendment became effective upon filing.

The foregoing description

of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate

of Amendment of Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.3 and is incorporated herein

by reference.

The information set forth in Item 2.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

2.1

Agreement and Plan of Merger by and between First Foundation Inc. and FirstSun Capital Bancorp (incorporated by reference to the Current Report on Form 8-K filed by First Foundation on October 30, 2025).

2.2

Amendment to Agreement and Plan of Merger by and between First Foundation Inc. and FirstSun Capital Bancorp (incorporated by reference to the Current Report on Form 8-K filed by First Foundation on February 6, 2026).

3.1

Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 9, 2025).

3.2

Bylaws of FirstSun Capital Bancorp incorporated herein by reference to Exhibit 3.3 to the Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).

3.3

Certificate of Amendment to Amended and Restated Certificate of Incorporate of FirstSun Capital Bancorp.

104

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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.

Date:

April 1, 2026

FIRSTSUN CAPITAL BANCORP

As successor by merger to First Foundation Inc.

By:

/s/ Neal E. Arnold

Neal E. Arnold

Chief Executive Officer

EX-3.3 — EXHIBIT 3.3

EX-3.3

Filename: tm2610118d2_ex3-3.htm · Sequence: 2

Exhibit 3.3

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF FIRSTSUN CAPITAL BANCORP

FirstSun Capital Bancorp (the

“Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware,

hereby certifies as follows:

1.     This

Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended

and Restated Certificate of Incorporation filed with the Secretary of State on May 7, 2025 (the “Certificate of Incorporation”).

2.     Article IV,

Section 4.01 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“Designation and

Amount. The aggregate number of shares which the Corporation shall have authority to issue is 110,000,000, consisting of (i) 80,000,000

shares of voting common stock, par value $0.0001 per share (the “Common Stock”); (ii) 20,000,000 shares

of non-voting common stock, par value $0.0001 per share (the “Non-Voting Common Stock”) (having the powers,

rights, and preferences, and the qualifications, limitations and restrictions thereof, as set forth in Exhibit A attached

hereto), and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

The aggregate number of shares which the Corporation shall have authority to issue pursuant to this Section 4.01 (as well as the

allocation between Common Stock, Non-Voting Common Stock and Preferred Stock) may be amended, altered, changed, increased, or decreased

(but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock.”

3.     The

Certificate of Incorporation of the Corporation is hereby amended by adding the powers, rights, and preferences, and the qualifications,

limitations, and restrictions thereof, of the Non-Voting Common Stock as set forth in Exhibit A attached hereto.

4.     This

amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

5.     All

other provisions of the Certificate of Incorporation shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused

this Certificate of Amendment to be signed by Neal E. Arnold, its Chief Executive Officer, this 31st day of March, 2026.

By:

/s/ Neal E. Arnold

Neal E. Arnold

President & Chief Executive Officer

[Signature Page to Certificate of Amendment]

EXHIBIT A

CERTIFICATE OF DESIGNATIONS

NON-VOTING COMMON STOCK

FIRSTSUN

CAPITAL BANCORP

The shares of Non-Voting Common

Stock of the Corporation shall have the following terms and provisions:

1.     Definitions.

(a) “Affiliate”

has the meaning set forth in 12 C.F.R. § 225.2(a) or any successor provision.

(b) “Certificate

of Incorporation” means the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

of Directors” means the board of directors of the Corporation.

(d) A “business

day” means any day other than a Saturday or a Sunday or a day on which banks in Texas are authorized or required by law, executive

order or regulation to close.

(e) “Certificate”

means a certificate representing one (1) or more shares of Non-Voting Common Stock, it being understood that any reference herein

to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares

of Non-Voting Common Stock.

(f) “Common

Stock” means the voting common stock of the Corporation, par value $0.0001 per share.

(g) “Conversion”

has the meaning set forth in Section 5.

(h) “Corporation”

means FirstSun Capital Bancorp, a Delaware corporation.

(i) “Dividends”

has the meaning set forth in Section 3.

(j) “Exchange

Agent” means Broadridge Financial Solutions, Inc. solely in its capacity as transfer and exchange agent for the Corporation,

or any successor transfer and exchange agent for the Corporation.

(k) “Liquidation

Distribution” has the meaning set forth in Section 4.

(l) “Non-Voting

Common Stock” has the meaning set forth in Section 2.

(m) “Permissible

Transfer” means a transfer by the holder of Non-Voting Common Stock (i) to the Corporation; (ii) in a widely distributed

public offering of Common Stock and/or Non-Voting Common Stock; (iii) that is part of an offering that is not a widely distributed

public offering of Common Stock or Non-Voting Common Stock but is one in which no one transferee (or group of associated transferees)

acquires the right to receive two percent (2%) or more of any class of the Voting Securities of the Corporation (including pursuant to

a related series of transfers); (iv) that is part of a transfer of Common Stock or Non-Voting Common Stock to an underwriter for

the purpose of conducting a widely distributed public offering; or (v) to a transferee that controls more than fifty percent (50%)

of the Voting Securities of the Corporation without giving effect to such transfer.

(n) “Person”

means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint

venture, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein.

(o) “Voting

Security” has the meaning set forth in 12 C.F.R. § 225.2(q) or any successor provision.

2.     Designation;

Number of Shares. The class of shares of capital stock hereby authorized shall be designated as “Non-Voting Common Stock”

(the “Non-Voting Common Stock”). The number of authorized shares of the Non-Voting Common Stock shall be 20,000,000

shares. The Non-Voting Common Stock shall have a par value of $0.0001 per share. Each share of Non-Voting Common Stock has the designations,

preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions

of redemption as described herein. Each share of Non-Voting Common Stock is identical in all respects to every other share of Non-Voting

Common Stock.

3.     Dividends.

The Non-Voting Common Stock will rank pari passu with the Common Stock with respect to the payment of dividends or distributions,

whether payable in cash, securities, options or other property, and with respect to issuance, grant or sale of any rights to purchase

stock, warrants, securities or other property (collectively, the “Dividends”) on a pro rata basis with the Common Stock,

determined on an as-converted basis assuming all shares had been converted pursuant to Section 5 as of immediately prior to the record

date of the applicable Dividend (or if no record date is fixed, the date as of which the record holders of Common Stock entitled to such

Dividends are to be determined). Accordingly, the holders of record of Non-Voting Common Stock will be entitled to receive as, when, and

if declared by the Board of Directors, Dividends in the same per share amount (on an as-converted basis) as paid on the Common Stock and

no Dividends will be payable on the Common Stock or any other class or series of capital stock ranking with respect to Dividends pari

passu with the Common Stock unless a Dividend identical to that paid on the Common Stock is payable at the same time on the Non-Voting

Common Stock in an amount per share of Non-Voting Common Stock equal to the product of (i) the per share Dividend declared and paid

in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Non-Voting Common

Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock); provided however, that

if a stock Dividend is declared on Common Stock payable solely in Common Stock, the holders of Non-Voting Common Stock will be entitled

to a stock Dividend payable solely in shares of Non-Voting Common Stock. Dividends that are payable on Non-Voting Common Stock will be

payable to the holders of record of Non-Voting Common Stock as they appear on the stock register of the Corporation on the applicable

record date, as determined by the Board of Directors, which record date will be the same as the record date for the equivalent Dividend

of the Common Stock. In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Common Stock,

then the holders of Non-Voting Common Stock will have no right to receive any Dividends.

4.     Liquidation.

(a) Rank.

The Non-Voting Common Stock will, with respect to rights upon liquidation, winding up and dissolution, rank (i) subordinate and junior

in right of payment to all other securities of the Corporation which, by their respective terms, are senior to the Non-Voting Common Stock

or the Common Stock and (ii) pari passu with the Common Stock. Not in limitation of anything contained herein, and for purposes

of clarity, the Non-Voting Common Stock is subordinated to the general creditors and subordinated debt holders of the Corporation, and

the depositors of the Corporation’s bank subsidiaries, in any receivership, insolvency, liquidation or similar proceeding.

(b) Liquidation

Distributions. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary

or involuntary, holders of Non-Voting Common Stock will be entitled to receive, for each share of Non-Voting Common Stock, out of

the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the

Corporation, subject to the rights of any Persons to whom the Non-Voting Common Stock is subordinate, a distribution

(“Liquidation Distribution”) equal to the sum of (i) any authorized and declared, but unpaid, Dividends with

respect to such share of Non-Voting Common Stock at the time of such liquidation, dissolution or winding up, and (ii) the

amount the holder of such share of Non-Voting Common Stock would receive in respect of such share if such share had been converted

into shares of Common Stock at the then applicable conversion rate at the time of such liquidation, dissolution or winding up

(assuming the conversion of all shares of Non-Voting Common Stock at such time, without regard to any limitations on conversion of

the Non-Voting Common Stock). All Liquidation Distributions to the holders of the Non-Voting Common Stock and Common Stock set forth

in clause (ii) above will be made pro rata to the holders thereof.

Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, the merger or consolidation of the

Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Non-Voting

Common Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or

property) of all or substantially all of the assets of the Corporation, will not constitute a liquidation, dissolution or winding up

of the Corporation.

5.     Conversion.

(a) General.

(i) If

any action by the Corporation, which may include the issuance of additional Voting Securities, has the effect of reducing the

percentage of a class of Voting Securities of the Corporation held by a holder of Non-Voting Common Stock (such action, a

“Diluting Action”), then such holder may elect to convert each share of Non-Voting Common Stock to Common Stock

in accordance with the provisions of this Section 5 so long as such conversion does not allow such holder to acquire a higher

percentage of a class of Voting Securities than such holder controlled immediately prior to the Diluting Action.

(ii) Each

share of Non-Voting Common Stock will automatically convert into one (1) share of Common Stock, without any further action on

the part of any holder, subject to adjustment as provided in Section 6 below, on the date a holder of Non-Voting Common Stock

transfers any shares of Non-Voting Common Stock to a non-Affiliate of the holder in a Permissible Transfer.

(iii) To

effect any conversion that is permitted under Section 5(a)(i) or Section 5(a)(ii), the holder shall surrender the

Certificate or Certificates evidencing such shares of Non-Voting Common Stock, duly endorsed, at the registered office of the

Corporation, and provide written instructions to the Corporation as to the number of whole shares for which such conversion shall be

effected, together with any appropriate documentation that may be reasonably required by the Corporation. Upon the surrender of such

Certificate(s), the Corporation will issue and deliver to such holder (in the case of a conversion under Section 5(a)(i)) or

such holder’s transferee (in the case of a conversion under Section 5(a)(ii)) a certificate or certificates (or, at the

Corporation’s option, evidence in book-entry form) for the number of shares of Common Stock into which the Non-Voting Common

Stock has been converted and, in the event that such conversion is with respect to some, but not all, of the holder’s shares

of Non-Voting Common Stock, the Corporation shall deliver to such holder a certificate or certificate(s) (or, at the

Corporation’s option, evidence in book-entry form) representing the number of shares of Non-Voting Common Stock that were not

converted to Common Stock.

(iv) All

shares of Common Stock delivered upon conversion of the Non-Voting Common Stock shall be duly authorized, validly issued, fully paid

and non-assessable, free and clear of all liens, claims, security interests, charges and other encumbrances.

(v)

If the Corporation ceases to be a bank holding company or financial holding company, then the conversion conditions included in this

Section 5(a) shall lapse and any holder of Non-Voting Common Stock may convert such shares of Non-Voting Common Stock into

Common Stock without limitations as described herein.

(b) Reservation

of Shares Issuable Upon Conversion. The Corporation will at all times reserve and keep available out of its authorized but unissued

Common Stock solely for the purpose of effecting the conversion of the Non-Voting Common Stock such number of shares of Common Stock as

will from time to time be sufficient to effect the conversion of all outstanding Non-Voting Common Stock; and if at any time the number

of shares of authorized but unissued Common Stock will not be sufficient to effect the conversion of all then outstanding Non-Voting Common

Stock, the Corporation will take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued

Common Stock to such number of shares as will be sufficient for such purpose.

Impairment. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of

assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance

or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist

in the carrying out of all the provisions of this Section 5 and in the taking of all such actions as may be necessary or appropriate

in order to protect the conversion rights of the holders of the Non-Voting Common Stock against impairment.

6.     Adjustments.

(a) Combinations

or Divisions of Common Stock. In the event that the Corporation at any time or from time to time will effect a division of the

Common Stock into a greater number of shares (by stock split, reclassification or otherwise other than by payment of a Dividend in

Common Stock or in any right to acquire the Common Stock), or in the event the outstanding Common Stock will be combined or

consolidated, by reclassification, reverse stock split or otherwise, into a lesser number of shares of the Common Stock, then the

dividend, liquidation, and conversion rights of each share of Non-Voting Common Stock in effect immediately prior to such event

will, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate.

(b) Reclassification,

Exchange or Substitution. If the Common Stock is changed into the same or a different number of shares of any other class or

classes of stock, whether by reorganization, reclassification or otherwise (other than a division or combination of shares provided

for in Section 6(a) above), (1) the conversion ratio then in effect will, concurrently with the effectiveness of such

transaction, be adjusted so that each share of the Non-Voting Common Stock will be convertible into, in lieu of the number of shares

of Common Stock which the holders of the Non-Voting Common Stock would otherwise have been entitled to receive, a number of shares

of such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of

stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares

of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on

conversion of the Non-Voting Common Stock) immediately before that transaction and (2) the Dividend and Liquidation

Distribution rights then in effect will, concurrently with the effectiveness of such transaction, be adjusted so that each share of

Non-Voting Common Stock will be entitled to a Dividend and Liquidation Distribution right, in lieu of with respect to the number of

shares of Common Stock which the holders of the Non-Voting Common Stock would otherwise have been entitled to receive, with respect

to a number of shares of such other class or classes of stock equal to the product of (i) the number of shares of such other

class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and

(ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard

to any limitations on conversion of the Non-Voting Common Stock) immediately before that transaction.

as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 6, the Corporation at

its expense will promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to

each holder of Non-Voting Common Stock a certificate executed by the Corporation’s President (or other appropriate officer)

setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

The Corporation will, upon the written request at any time of any holder of Non-Voting Common Stock, furnish or cause to be

furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the number of

shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the

Non-Voting Common Stock.

7.     Reorganization,

Mergers, Consolidations or Sales of Assets. If at any time or from time to time there will be a reorganization, exchange or conversion

of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares otherwise provided for in Section 6)

or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all the Corporation’s

properties and assets to any other Person, then, as a part of such reorganization, merger, consolidation or sale, provision will be made

so that the holders of the Non-Voting Common Stock will thereafter be entitled to receive upon conversion of the Non-Voting Common Stock,

the number of shares of stock or other securities or property of the Corporation, or of the successor company resulting from such reorganization,

exchange, conversion, merger, consolidation or sale, to which a holder of that number of shares of Common Stock issuable upon conversion

of the Non-Voting Common Stock would have been entitled to receive on such reorganization, exchange, conversion, merger, consolidation

or sale (without regard to any limitations on conversion of the Non-Voting Common Stock).

8.     Redemption.

Except to the extent a liquidation under Section 4 may be deemed to be a redemption, the Non-Voting Common Stock will not be redeemable

at the option of the Corporation or any holder of Non-Voting Common Stock at any time. Notwithstanding the foregoing, the Corporation

will not be prohibited from repurchasing or otherwise acquiring shares of Non-Voting Common Stock in voluntary transactions with the holders

thereof, subject to compliance with any applicable legal or regulatory requirements, including applicable regulatory capital requirements.

Any shares of Non-Voting Common Stock repurchased or otherwise acquired may be reissued as additional shares of Non-Voting Common Stock.

9.     Voting

Rights. The holders of Non-Voting Common Stock will not have any voting rights, except as provided for herein and as may otherwise

from time to time be required by law.

10.    Protective

Provisions. So long as any shares of Non-Voting Common Stock are issued and outstanding, the Corporation will not (including by means

of merger, consolidation, reorganization, conversion, re-domiciliation or otherwise), without obtaining the approval (by vote or written

consent) of the holders of a majority of the issued and outstanding shares of Non-Voting Common Stock, (i) alter or change the rights,

preferences, privileges or restrictions provided for the benefit of the holders of the Non-Voting Common Stock, (ii) increase or

decrease the authorized number of shares of Non-Voting Common Stock (iii) dissolve the Corporation, or (iv) enter into any agreement,

merger or business consolidation, or engage in any other transaction, or take any action that would, in any of such instances, have the

effect of changing any preference or any relative or other right provided for the benefit of the holders of the Non-Voting Common Stock.

In the event that the Corporation offers to repurchase shares of Common Stock, the Corporation shall offer to repurchase shares of Non-Voting

Common Stock pro rata based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted

into shares of Common Stock immediately prior to such repurchase.

11.    Notices.

All notices required or permitted to be given by the Corporation with respect to the Non-Voting Common Stock shall be in writing, and

if delivered by first class United States mail, postage prepaid, to the holders of the Non-Voting Common Stock at their last addresses

as they shall appear upon the books of the Corporation, shall be conclusively presumed to have been duly given, whether or not the holder

actually receives such notice; provided, however, that failure to duly give such notice by mail, or any defect in such notice, to the

holders of any stock designated for repurchase, shall not affect the validity of the proceedings for the repurchase of any other shares

of Non-Voting Common Stock, or of any other matter required to be presented for the approval of the holders of the Non-Voting Common Stock.

12.    Record

Holders. To the fullest extent permitted by law, the Corporation will be entitled to recognize the record holder of any share of Non-Voting

Common Stock as the true and lawful owner thereof for all purposes and will not be bound to recognize any equitable or other claim to

or interest in such share or shares on the part of any other Person, whether or not it will have express or other notice thereof.

13.    Term.

The Non-Voting Common Stock shall have a perpetual term unless converted in accordance with Section 5.

14.    No

Preemptive Rights. The holders of Non-Voting Common Stock are not entitled to any preemptive or preferential right to purchase or

subscribe for any capital stock, obligations, warrants or other securities or rights of the Corporation, except for any such rights that

may be granted by way of separate contract or agreement to one or more holders of Non-Voting Common Stock.

15.    Replacement

Certificates. In the event that any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that

fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Corporation, the posting by such

Person of a bond in such amount as the Corporation may determine is necessary as indemnity against any claim that may be made against

it with respect to such Certificate, the Corporation or the Exchange Agent, as applicable, will deliver in exchange for such lost, stolen

or destroyed Certificate a replacement Certificate.

16.    Other

Rights. The shares of Non-Voting Common Stock have no preferences, conversion or other rights, voting powers, restrictions, limitations

as to dividends, qualifications, or rights, other than as set forth herein or as provided by applicable law.

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