Form 8-K

8-K — FIRSTSUN CAPITAL BANCORP

Accession: 0001552781-26-000187

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001709442

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

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

Item: Material Modifications to Rights of Security Holders

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: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e26165_fsun-8k.htm (Primary)

EX-3.1 (e26165_ex3-1.htm)

EX-4.1 (e26165_ex4-1.htm)

EX-4.2 (e26165_ex4-2.htm)

EX-4.3 (e26165_ex4-3.htm)

EX-4.4 (e26165_ex4-4.htm)

EX-4.7 (e26165_ex4-7.htm)

EX-10.1 (e26165_ex10-1.htm)

EX-99.1 (e26165_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: e26165_fsun-8k.htm · Sequence: 1

FSUN 8-K

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2026-03-31

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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) of the Securities Exchange Act of 1934

Date of Report

(date of earliest event reported): March 31, 2026

FIRSTSUN

CAPITAL BANCORP

(Exact name

of registrant as specified in its charter)

Delaware

001-42175

81-4552413

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File Number)

(I.R.S.

Employer Identification Number)

1400

16th Street, Suite 250

Denver,

Colorado 80202

(Address

of principal executive offices and zip code)

(303) 831-6704

(Registrant’s

telephone number, including area code)

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

which registered

Common

Stock, $0.0001 Par Value

FSUN

The

Nasdaq Global Select Market

Indicate by

check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §

230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging

growth company ☒

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. ☐

INTRODUCTORY

NOTE

April 1, 2026, FirstSun Capital Bancorp (“FirstSun,” “we,” us“

and “our”) completed its previously announced merger (the “Merger”) with First

Foundation Inc. (“First Foundation”), pursuant to the Agreement and Plan of Merger, dated as of October

27, 2025, as amended (the “Merger Agreement”).

Item

1.01 Entry into a Material Definitive Agreement.

Amendment

No. 2 to Registration Rights Agreement

April 1, 2026, FirstSun, its existing significant investors, and certain stockholder funds and accounts managed or advised by

Fortress Investment Group LLC (“Fortress”) and certain stockholder funds and accounts managed or advised

by Canyon Capital Advisors LLC (“Canyon”), and Strategic Value Investors, LP (together with Fortress and

Canyon, the “First Foundation Stockholders”) entered into Amendment No. 2 to the Registration Rights

Agreement (dated as of June 19, 2017, and as previously amended) (the “Registration Rights Agreement”),

which became effective upon the completion of the Merger on April 1, 2026. The amendment provides that, upon the closing of the

Merger, the First Foundation Stockholders became parties to the Registration Rights Agreement and are entitled to the rights and

subject to the obligations thereunder, as amended by Amendment No. 2. The amendment also provides that the closing of the Merger is

deemed to constitute a demand notice under the Registration Rights Agreement and that FirstSun is required to file a shelf

registration statement under the Securities Act of 1933 to register the resale of the FirstSun shares received by the First

Foundation Stockholders in the Merger. In connection with this filing, FirstSun’s existing significant investors have agreed

to waive certain piggyback and demand registration rights that would otherwise apply, consistent with prior waivers for other

stockholders. Except as expressly modified by Amendment No. 2, the Registration Rights Agreement remains in full force and

effect.

The

foregoing description of Amendment No. 2 to the Registration Rights Agreement does not purport to be complete and is qualified

in its entirety by reference to the full text of such amendment, the form of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Board

Representative Letter Agreements

connection with the Merger, FirstSun entered into Board Representative Letter Agreements, each dated and effective as of April 1, 2026,

with certain former stockholders of First Foundation, including funds and accounts managed or advised by Fortress and funds and accounts

managed or advised by Canyon (each, an “Investor”), to provide them with certain board representation rights

(each a “New Board Representative Letter Agreement” and collectively, the “New Board Representative

Letter Agreements”). The New Board Representative Letter Agreement with the Fortress-affiliated funds and accounts is referred

to herein as the “Fortress Board Representative Letter Agreement,” and the New Board Representative Letter

Agreement with the Canyon-affiliated funds and accounts is referred to herein as the “Canyon Board Representative Letter

Agreement.”

Specifically,

the New Board Representative Letter Agreements provide that we will use our best efforts to cause an individual designated for

nomination by the applicable Investor to be elected or appointed to the FirstSun board of directors (the “Board”)

and will recommend to our stockholders the election of such individual designated by the applicable Investor at all of our meetings

of stockholders (or the solicitation of written consents in lieu of a stockholder meeting) in which an applicable Investor’s

board representative is to be elected. In addition, so long as the applicable Investor satisfies the 40% ownership threshold described

below and does not have a board representative currently serving on the Board, the Investor may appoint an individual as a nonvoting

observer to the Board. Such nomination and observer rights continue for so long as the applicable Investor owns at least 40% of

the total shares held by the Investor as of the date of the applicable New Board Representative Letter Agreement.

The

foregoing descriptions of the New Board Representative Letter Agreements do not purport to be complete and are qualified in their

entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 4.3 and 4.4 and are incorporated

herein by reference.

Indemnification

Agreements

April 1, 2026, FirstSun entered into an indemnification agreement with each of its directors, pursuant to a form of indemnification

agreement (the “Indemnification Agreement”) that was approved by the Board. The Indemnification Agreement

supplements the indemnification provisions already contained in FirstSun’s amended and restated certificate of incorporation,

as amended, and amended and restated bylaws, and generally provides that FirstSun will indemnify each executing director and executive

officer against all losses if he or she was or is a party to or participant in, or is threatened to be made a party to or participant

in, certain actions, suits, proceedings or alternative dispute resolution mechanisms, as a result of his or her service as a director

or executive officer, as applicable, to the fullest extent permitted by law, subject to certain exceptions. Consistent with FirstSun’s

amended and restated certificate of incorporation, as amended, and amended and restated bylaws, the Indemnification Agreement

also provides for rights to advancement of expenses. The foregoing description of the Indemnification Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is attached

hereto as Exhibit 10.1 and is incorporated herein by reference.

Item

2.01 Completion of Acquisition or Disposition of Assets.

April 1, 2026, FirstSun completed its previously announced Merger with First Foundation, pursuant to the Merger Agreement. At

the effective time of the Merger (the “Effective Time”), 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 (the “Bank”),

a national banking association and wholly owned subsidiary of FirstSun, with the Bank continuing as the surviving bank.

Pursuant

to the terms of the Merger Agreement, at 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. Each outstanding share of FirstSun common stock remained outstanding and was unaffected

by the Merger.

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 (the “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.

Assumption

of Subordinated Notes. At the Effective Time, FirstSun also assumed certain indebtedness of First Foundation, including

First Foundation’s obligations under the Indenture, defined below, governing its $150 million aggregate principal amount of

3.50% Fixed-to-Floating Rate Subordinated Notes due 2032, as more fully described under Item 2.03 of this Current Report on Form

8-K.

Lock-Up

Agreements. As disclosed on a Current Report on Form 8-K filed with the SEC on October 30, 2025, certain stockholders

of First Foundation entered into Lock-Up Agreements (the “Lock-Up Agreements”). Each such stockholder

agreed that, subject to limited customary exceptions, the shares of FirstSun common stock received by such stockholder in the

Merger will be subject to transfer restrictions for a period of 24 months following the closing of the Merger. The lock-up restrictions

will expire in stages, with one-third of the covered shares becoming transferable 12 months after the closing date, an additional

one-third becoming transferable 18 months after the closing date, and the remaining one-third becoming transferable 24 months

after the closing date. The Lock-Up Agreements were entered into substantially in the form previously filed as Exhibit C to the

Merger Agreement; provided, however, that the Lock-Up Agreement for one stockholder, Strategic Value Investors, LP, may terminate

earlier if Benjamin Mackovak ceases to serve on the Board following the Merger. Any transfer in violation of these restrictions

will be null and void.

The

foregoing descriptions of the Merger Agreement, the Merger, the Warrant Exercise and Termination Agreements and the Lock-Up

Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. A

copy of the Merger Agreement is attached hereto as Exhibit 2.1, which includes the form Lock-Up Agreement and the form of Warrant

Exercise and Termination Agreement as Exhibit C and Exhibit G thereto, respectively, and is incorporated herein by reference. A copy

of Amendment No. 1 to the Merger Agreement (including revised Exhibit E (Form of Certificate of Amendment)) is attached hereto as

Exhibit 2.2 and is incorporated herein by

reference.

Item 2.03 Creation

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

connection with the completion of the Merger, FirstSun assumed First Foundation’s obligations under that certain Indenture, dated

as of January 24, 2022 (the “Base Indenture”), between First Foundation and U.S. Bank National Association,

as trustee, and that certain First Supplemental Indenture, dated as of January 24, 2022 (the “First Supplemental Indenture”

and, together with the Base Indenture, the “Indenture”), providing for the issuance of $150 million aggregate

principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). The assumption

was effected pursuant to a Second Supplemental Indenture dated March 31, 2026 by and among FirstSun, First Foundation and U.S. Bank National

Association, as trustee (the “Second Suplemental Indenture”), pursuant to which FirstSun expressly assumed

the due and punctual payment of the principal of, premium, if any, and interest on, the Notes and the performance and observance of each

and every covenant and condition of First Foundation under the Indenture, and FirstSun succeeded to every right and power of First Foundation

under the Indenture with the same effect as if FirstSun had originally been named as the issuer thereunder.

The

Notes bear interest at a fixed rate of 3.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year,

through February 1, 2027. From and including February 1, 2027 to, but excluding February 1, 2032 or the date of earlier redemption,

the Notes bear interest at a floating rate per annum equal to the benchmark rate, which is expected to be Three-Month Term SOFR,

plus 204 basis points, payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year. If the benchmark

rate is less than zero, the benchmark rate is deemed to be zero. The Notes mature on February 1, 2032 and may be redeemed at such

times and on such terms as provided in the Indenture.

The

foregoing description of the Indenture, Second Supplemental Indenture and the Notes does not purport to be complete and is qualified

in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture, the Second Supplemental

Indenture and the form of Notes, which are attached hereto as Exhibits 4.5, 4.6, 4.7 and 4.8, respectively, and are incorporated

herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The

information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item

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

of Certain Officers.

Director

Resignations

previously disclosed in our Current Reports on Form 8-K filed with the SEC on December 4, 2025 and January 23, 2026, respectively,

Isabella Cunningham (a Class I director) and Diane L. Merdian (a Class III director) each announced her intent to resign from

the Board effective on the earlier of the closing of the Merger or our 2026 annual meeting of stockholders. Accordingly, Ms. Cunningham’s

and Ms. Merdian’s resignations became effective as of the Effective Time of the Merger on April 1, 2026.

Castle

Creek Director Appointment

Also

disclosed in our Current Report on Form 8-K filed with the SEC on December 4, 2025, FirstSun entered into a Board Representative

Letter Agreement with Castle Creek Capital Partners IX, LP (“Castle Creek”) that provides that, beginning

on the earlier of the closing of the Merger or our 2026 annual meeting of stockholders, we will use our best efforts to cause

an individual designated for nomination by Castle Creek to be elected or appointed to the Board. Castle Creek selected Spencer

T. Cohn to serve as its director designee on the Board, and the Board appointed Spencer T. Cohn as a Class I director effective

as of the Effective Time of the Merger.

Mr.

Cohn was appointed as a Class I director to fill the vacancy created by Ms. Cunningham’s concurrent resignation on April

1, 2026. As a Class I director, Mr. Cohn will serve the remaining Class I director term that expires at our 2027 annual meeting

of stockholders. Mr. Cohn was also appointed to serve as a member of the Board’s Compensation and Succession Committee.

Mr. Cohn will be entitled to participate in our standard non-employee director compensation arrangements, as described under the

heading “Compensation of Directors for Fiscal Year 2024” in our definitive proxy statement filed with the SEC on March

21, 2025, as such arrangements may be amended from time to time, which description is incorporated herein by reference. Mr. Cohn

and FirstSun also entered into the Indemnification Agreement attached hereto as Exhibit 10.1.

There

are no arrangements or understandings between Mr. Cohn and any other persons pursuant to which he was selected as a director of

FirstSun, other than his designation under the Board Representative Letter Agreement with Castle Creek. Mr. Cohn is not a party

to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

New First

Foundation Directors

accordance with the Merger Agreement, our Board increased its size to 13 directors and appointed five former directors

of First Foundation—Sam Edelson, Henchy R. Enden, Benjamin Mackovak, C. Allen Parker and Thomas C. Shafer (collectively the

“Legacy First Foundation Directors”)—to join the Board, effective as of the Effective

Time of the Merger. Mr. Edelson was appointed to serve as a director pursuant to the Canyon Board Representative Letter Agreement

and Ms. Enden was appointed to serve as a director pursuant to the Fortress Board Representative Letter Agreement. Each of the

foregoing directors was appointed to the Board for a term expiring at our 2026 annual meeting of stockholders.

The

Legacy First Foundation Directors were also appointed to the following Board committees:

Committee

Assignments

Audit

Compensation

and Succession

Nominating

and Governance

Risk

Trust

and Fiduciary*

Sam

Edelson

●

Henchy

R. Enden

●

Benjamin

Mackovak

●

Allen Parker

●

Thomas

C. Shafer

●

* Bank-level

committee, with appointments to become effective upon appointment to the Bank board.

Mr.

Shafer, the former Chief Executive Officer of First Foundation and First Foundation Bank, was also appointed to serve as the

Executive Vice Chairman of FirstSun. In connection with the Merger, FirstSun assumed the Employment Agreement between First

Foundation and Mr. Shafer, which has an initial term that commenced on February 11, 2025 and ends on March 15, 2028. The term of the

agreement will automatically renew for single one-year terms absent notice of non-renewal. Under the terms of the Employment

Agreement, Mr. Shafer will receive an annual base salary of $1,090,000, subject to annual adjustment, but not reduction, at the

discretion of the Board or the Compensation and Succession Committee. In addition, during each fiscal year during the term, Mr.

Shafer will be entitled to an annual discretionary incentive opportunity equal to a maximum of 150% of his then-current annual base

salary, one-half of which will be in the form of an annual cash bonus and one-half of which will be in the form of performance-based

restricted stock units. Each of such annual cash bonus and performance-based restricted stock unit award will be earned and paid

based on the terms and conditions (including achievement of performance metrics) determined by the Board. Mr. Shafer will also be

eligible to participate in the other benefit programs of FirstSun and the Bank available to executive employees

generally.

Mr. Shafer’s employment is terminated without cause or Mr. Shafer terminates his employment for good reason (in each case, as

defined in the Employment Agreement), then he will be entitled to a severance payment equal to the lesser of (i) 12 months of his

annual base salary and (ii) the aggregate base salary that would have been paid to him for the remainder of the term if such

remaining term is shorter than 12 months. In the event of termination of Mr. Shafer’s employment due to his death, his

beneficiaries will be paid an amount equal to 100% of his base annual salary at the rate in effect immediately prior to his death less the amount of any life insurance benefits his beneficiaries receive under any employer-provided life insurance plan or program in

which Mr. Shafer participated at the time of his death.

If Mr. Shafer’s employment is terminated for cause or due to the expiration of the term of the Employment Agreement, he will

not be entitled to any severance compensation. The foregoing description of the Employment Agreement does not purport to be complete

and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit

10.2 and is incorporated herein by reference. Mr. Shafer will not receive any additional compensation for his service as a

director on the Board.

Each

Legacy First Foundation Director, other than Mr. Shafer, will be entitled to participate in our standard non-employee director

compensation arrangements, as described under the heading “Compensation of Directors for Fiscal Year 2024” in our

definitive proxy statement filed with the SEC on March 21, 2025, as such arrangements may be amended from time to time, which

description is incorporated herein by reference. Each Legacy First Foundation Director and FirstSun also entered into the Indemnification

Agreement attached hereto as Exhibit 10.1. Except with respect to Mr. Shafer’s assumed Employment Agreement as described above, there are no transactions in

which any other Legacy First Foundation Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. There

are no arrangements or understandings between any Legacy First Foundation Director and any other persons pursuant to which he

or she was selected as a director of FirstSun, other than Mr. Edelson’s designation by Canyon under the Canyon Board Representative

Letter Agreement and Ms. Enden’s designation by Fortress under the Fortress Board Representative Letter Agreement.

Stock

Award

March 31, 2026, the Board granted Mollie H. Carter, FirstSun’s Executive Chairman, a restricted stock award with a grant

date fair value of $250,000 (the “Award Shares”) under the FirstSun Capital Bancorp 2021 Equity Incentive

Plan (the “Plan”). Under the restricted stock agreement, the Award Shares will vest in full on the closing

of the Merger. If the Merger Agreement is terminated for any reason before the closing of the Merger, the Award Shares will be

forfeited and no Award Shares will vest. The Board granted this award in recognition of Ms. Carter’s leadership in connection

with the Merger, including her role in supporting transaction execution and her extensive work related to the corporate governance

of the combined company after the Merger.

The

foregoing description of the restricted stock agreement does not purport to be complete and is qualified in its entirety by reference

to the Plan and such agreement. The Plan was previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with

the SEC on November 5, 2021, and is incorporated herein by reference, and the form of restricted stock agreement was filed as

Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on May 9, 2025 and is incorporated herein by reference.

Item

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

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 3.1 and is incorporated herein by reference.

updated Description of Capital Stock reflecting the Charter Amendment and the creation of FirstSun’s non-voting common stock

is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

April 1, 2026, FirstSun issued a press release announcing the completion of the Merger. A copy of the press release is furnished

as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial

Statements and Exhibits.

(a) Financial

Statements of Businesses Acquired.

The

financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later

than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma

Financial Information.

The

pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form

8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of October 27, 2025, by and between FirstSun Capital Bancorp and First Foundation Inc. (incorporated by reference to Exhibit 2.1 to FirstSun Capital Bancorp’s Current Report on Form 8-K filed with the SEC on October 30, 2025).*

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of February 6, 2026, by and between FirstSun Capital Bancorp and First Foundation Inc. (including revised Exhibit E (Form of Certificate of Amendment) (incorporated by reference to Exhibit 2.1 to FirstSun Capital Bancorp’s Current Report on Form 8-K filed with the SEC on February 6, 2026)).

3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation.

4.1

Description of Capital Stock of FirstSun Capital Bancorp.

4.2

Form of Amendment No. 2 to the Registration Rights Agreement.

4.3

Board Representative Letter Agreement, dated April 1, 2026, by and among FirstSun Capital Bancorp and the signatories thereto, including funds or accounts associated with Fortress Investment Group LLC.

4.4

Board Representative Letter Agreement, dated April 1, 2026, by and among FirstSun Capital Bancorp and the signatories thereto, including funds or accounts associated with Canyon Capital Advisors LLC.

4.5

Indenture, dated January 24, 2022, between First Foundation Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to First Foundation Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2022).

4.6

First Supplemental Indenture, dated January 24, 2022, between First Foundation Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to First Foundation Inc.’s Current Report on Form 8-K filed with the SEC on January 24, 2022).

4.7

Second Supplemental Indenture, dated March 31, 2026, by and among FirstSun Capital Bancorp, First Foundation Inc. and U.S. Bank National Association, as trustee.

4.8

Form of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (included in Exhibit 4.6).

10.1

Form of Director Indemnification Agreement.

10.2

Employment Agreement, dated February 11, 2025, among First Foundation Inc., First Foundation Bank and Thomas C. Shafer (incorporated by reference to Exhibit 10.1 to First Foundation Inc.’s Current Report on Form 8-K filed with the SEC on February 13, 2025).

99.1

Press Release dated April 1, 2026.

104

The cover page from this Current Report on Form 8-K, formatted in

Inline XBRL.

* Schedules and similar attachments have been omitted pursuant

to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachment

to the SEC upon request.

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.

FIRSTSUN CAPITAL BANCORP

Dated: April 1,

2026

By:

/s/ Neal E. Arnold

Neal E. Arnold

Chief Executive Officer

EX-3.1

Filename: e26165_ex3-1.htm · Sequence: 2

Exhibit 3.1

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

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.

(c)

“Board 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.

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.

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.

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.

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.

(c)

No 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.

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.

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).

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.

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.

EX-4.1

Filename: e26165_ex4-1.htm · Sequence: 3

Exhibit 4.1

EXPLANATORY

NOTE

References

to “we,” “us” or “our” and the “Company” herein refer to FirstSun Capital Bancorp,

a Delaware corporation.

DESCRIPTION

OF FIRSTSUN CAPITAL BANCORP CAPITAL STOCK

The

following description of the capital stock of FirstSun Capital Bancorp is a summary and does not purport to be complete. This

summary is subject to and qualified in its entirety by reference to the Company’s Amended and Restated Certificate of Incorporation,

as amended (the “Certificate of Incorporation”), Amended and Restated Bylaws (“Bylaws”), and to the applicable

provisions of the Delaware General Corporation Law (“DGCL”).

Authorized

Capital

Our

Certificate of Incorporation authorizes the issuance of an aggregate of 110,000,000 shares of capital stock, consisting of 80,000,000

shares of common stock, par value $0.0001 per share, 20,000,000 shares of non-voting common stock, par value $0.0001 per share,

and 10,000,000 shares of preferred stock, par value $0.0001 per share. The aggregate number of authorized shares, as well as the

allocation among common stock, non-voting common stock and preferred stock, may be increased or decreased (but not below the number

then outstanding) by the affirmative vote of the holders of a majority of the common stock.

The

authorized but unissued shares of our common stock, non-voting common stock and preferred stock are available for general corporate

purposes, including stock dividends, financings, acquisitions and equity compensation arrangements. Except as may be required

by applicable law, The Nasdaq Stock Market (“Nasdaq”) listing standards or the rules of any other exchange on which

our securities may then be listed, no further stockholder approval will be required for the issuance of such shares.

Common Stock

General

Each

share of common stock has the same relative rights as, and is identical in all respects to, each other share of common stock.

All outstanding shares of our common stock are fully paid and nonassessable.

Voting

Rights

general, each outstanding share of our common stock entitles the holder to vote for the election of directors and on all other

matters requiring stockholder action, and each share is entitled to one vote. The holders of our common stock possess exclusive

voting power, except as otherwise provided by law or by a certificate of designation establishing any series of our preferred

stock.

The

Company has entered into Board Representative Letter Agreements with each of JLL/FCH Holdings I, LLC, trust stockholders associated

with Mollie H. Carter, and trust stockholders associated with Karen H. Young and, in connection with the merger with First Foundation

Inc., with certain former stockholders of First Foundation, including funds and accounts managed or advised by Fortress Investment

Group LLC (“Fortress”) and funds and accounts managed or advised by Canyon Capital Advisors LLC (“Canyon”),

as well as Castle Creek Capital Partners IX, LP (“Castle Creek”) (each, an “Investor”) that provide that

the Company will use its best efforts to cause an individual designated for nomination by the Investor to be elected or appointed

to the board of directors of the Company and will recommend to its stockholders the election of such individual designated at

the applicable stockholders’ meetings of the Company. In addition, to the extent the Investor does not have a board representative

currently serving on the board of directors, the Investor may appoint an individual as a nonvoting observer to the board of directors.

Such nomination and observer rights continue for so long as the applicable Investor owns at least 40% of the total shares held

by the Investor as of the date of the Board Representative Letter Agreement.

Except

with regard to the Board Representative Letter Agreements, generally, a majority of the entire board of directors shall nominate

each director. There is no cumulative voting in the election of directors. Assuming a quorum is present, our directors are elected

by holders of common stock by a plurality vote. Election of directors need not be by written ballot. Directors shall hold office

until their successors shall have been duly elected and qualified or until such director’s earlier death, resignation or

removal.

All

other questions brought before a meeting of stockholders at which a quorum is present are decided by a majority of all the votes

cast at the meeting, whether cast in person or by proxy, unless the matter requires a greater number of affirmative votes under

the DGCL or our Certificate of Incorporation. Our Certificate of Incorporation and Bylaws contain certain provisions that may

limit stockholders’ ability to effect a change in control as described under the section below entitled “Anti-Takeover

Provisions of FirstSun’s Certificate of Incorporation and Bylaws and Provisions of Delaware Law.”

Dividend,

Liquidation and Other Rights

Subject

to all rights of holders of any other class or series of stock, holders of common stock are entitled to receive dividends if and

when our board of directors declares dividends out of funds legally available therefor. Dividends may only be declared by the

board of directors, and the board’s ability to declare dividends is subject to limitations under applicable law and regulation.

If we issue preferred stock, the holders of such preferred stock may have a priority over the holders of common stock with respect

to dividends.

we voluntarily or involuntarily liquidate, dissolve or wind up, holders of our common stock are entitled to share equally and

ratably in our assets legally available for distribution after payment of, or adequate provision for, all of our debts and liabilities.

These rights are subject to the preferential liquidation rights of any series of our preferred stock that may then be outstanding.

Holders

of our common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights

to purchase or subscribe for any of securities of the Company.

Non-Voting

Common Stock

General

Pursuant

to our Certificate of Incorporation, we authorized a class of non-voting common stock, par value $0.0001 per share. The non-voting

common stock was created in connection with the merger between FirstSun Capital Bancorp and First Foundation Inc. Except as to

voting rights and the conversion and transfer provisions described below, the non-voting common stock is intended to be economically

equivalent to the common stock.

of non-voting common stock are convertible into shares of our common stock only in limited circumstances specified in the Certificate

of Incorporation. In general, a holder of non-voting common stock may elect to convert such shares into common stock if an action by the Company, which may include the issuance of additional voting securities, has the effect of reducing the percentage

of a class of the Company’s voting securities held by a holder of non-voting common stock, so long as such conversion does not allow such

holder to acquire a higher percentage of a class of the Company’s voting securities than such holder controlled immediately before such

action by the Company. In addition, each share of non-voting common stock will automatically

convert into one share of common stock upon a permissible transfer to a non-affiliate, in each case as provided in the Certificate

of Incorporation. Likewise, if we cease to be a bank holding company or financial holding company, then the conversion conditions

imposed shall lapse and any holder of non-voting common stock may convert such shares free of limitations as described above,

and in full in the Certificate of Incorporation.

Voting

Except

as otherwise expressly provided in the Certificate of Incorporation or required by applicable law, holders of non-voting common

stock are not entitled to vote on any matter submitted to a vote of the stockholders of us, including the election of directors.

Holders of non-voting common stock do not have cumulative voting rights.

Dividend,

Liquidation and Other Rights

The

non-voting common stock is identical to our common stock in all respects other than voting rights. The non-voting common stock

ranks pari passu with the common stock with respect to dividends and distributions and with respect to rights upon any

liquidation, dissolution or winding up of the Company. Each share of non-voting common stock ranks pari passu with the

common stock, and is entitled to receive dividends and other distributions, when, as and if declared by our board of directors

out of legally available funds, on a pro rata basis with our common stock. Such dividends are determined on an as-converted basis

assuming all shares had been appropriately converted without regard to any limitations on conversion as of immediately prior to

the record date of the applicable dividend. If a stock dividend is declared on the common stock payable solely in common stock,

holders of non-voting common stock will be entitled to a stock dividend payable solely in non-voting common stock. Upon any liquidation,

dissolution or winding up of the Company, holders of non-voting common stock are entitled to receive the same per-share amount

as holders of our common stock after payment or provision for payment of the Company’s liabilities and satisfaction of any

preferential amounts payable to holders of preferred stock. All liquidation distributions to holders of the non-voting common

stock will be made pro rata to the holders thereof. The non-voting common stock is subordinate to the general creditors and subordinated

debt holders of the Company and the depositors of the Company’s bank subsidiaries in any receivership, insolvency, liquidation

or similar proceeding.

Holders

of non-voting common stock do not have any preemptive, subscription, redemption or sinking fund rights. Shares of non-voting common

stock may be transferred, subject to applicable federal and state securities laws, applicable banking regulations and the provisions

of our Certificate of Incorporation, including the conversion provisions applicable to certain transfers. The non-voting common

stock is not listed on any national securities exchange, is not registered under Section 12(b) of the Securities Exchange Act

of 1934, as amended.

Preferred

Stock

Our

Certificate of Incorporation provides that our board of directors may issue, without stockholder approval, preferred stock in

one or more series, and, with respect to each such series, fix the number of shares constituting the series and the designation

of the series, the voting rights (if any) of the shares of the series, and the powers, preferences and relative, participation,

optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.

The

description of the shares of each series of preferred stock, including the powers, preferences and relative participation, optional

and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series will be set forth

in resolutions adopted by our board of directors and in a certificate of designation or other appropriate filing filed as required

by the DGCL. Accordingly, our board of directors, without stockholder approval, may authorize the issuance of one or more series

of preferred stock with rights senior to or otherwise affecting the rights of holders of our common stock and, under certain circumstances,

such issuance could discourage an attempt by others to gain control of the Company.

The

creation and issuance of any series of preferred stock, and the relative rights, designations and preferences of such series,

if and when established, will depend on, among other things, the Company’s future capital needs, then existing market conditions

and other factors that, in the judgment of our board of directors, might warrant the issuance of preferred stock.

Quorum of

the Board and Manner of Acting

Under

our Certificate of Incorporation and Bylaws, a majority of the entire board of directors constitutes a quorum at any meeting.

Unless otherwise required by law, our Certificate of Incorporation and Bylaws, the act of a majority of the board of directors

present at which a quorum is present constitutes the act of the board.

Corporate

Opportunities

Under

Article VIII of our Certificate of Incorporation, to the fullest extent permitted by law, each “Specified Stockholder”

(as defined therein), its affiliates, and, if applicable, any Specified Stockholder Board Member (in such person’s capacity

as an employee or officer of the Specified Stockholder) has no duty to refrain from engaging in the same or similar business activities

or lines of business as the Company, is not required to present corporate opportunities to the Company or its subsidiaries, and

may pursue such opportunities for its or their own account. Acts or omissions by such persons in accordance with Article VIII

will not be deemed contrary to any fiduciary duty owed to the Company or its stockholders.

Amending

the Certificate of Incorporation or Bylaws

Certificate

of Incorporation

Any

provision of our Certificate of Incorporation may be amended, altered, changed or repealed in accordance with the DGCL; provided

that holders of at least 66 2/3% of the outstanding shares of our capital stock entitled to vote must approve changes to the provisions

in our Certificate of Incorporation regarding the limitation of liability and indemnification of officers and directors, and the

provision governing amendment of the Certificate of Incorporation.

Bylaws

The

Bylaws may be amended or repealed by our board of directors or the stockholders in accordance with the DGCL and the Certificate

of Incorporation.

Anti-Takeover

Provisions of the Certificate of Incorporation, Bylaws, and Provisions of Delaware Law

Our

Certificate of Incorporation and Bylaws, in addition to the DGCL, contain certain provisions that might be deemed to have a potential

“anti-takeover” effect. The following description of certain provisions of our Certificate of Incorporation, Bylaws

and the DGCL that may have anti-takeover effects is a summary only and is subject to, and is qualified by reference to, applicable

provisions of our Certificate of Incorporation and Bylaws, as well as applicable provisions of the DGCL.

Composition

of the Board of Directors. Our Certificate of Incorporation provides that the Company must not have less than one

nor more than 15 directors, with the exact number of directors to be determined from time to time solely by resolution adopted

by the affirmative vote of the majority of the board of directors.

Under

the Board Representative Letter Agreements, the applicable Investors have the exclusive right to designate nominees for election

to certain board seats, in each case so long as the applicable ownership thresholds and other conditions in the relevant Board

Representative Letter Agreement are satisfied. Except with regard to the Board Representative Letter Agreements, generally, a

majority of the entire board of directors shall nominate each director.

Removal

of Directors. Our Certificate of Incorporation provides that no director may be removed by the stockholders except as

provided by applicable law or the Bylaws. Our Bylaws provide that a director may be removed with or without cause by the affirmative

vote of holders of at least 50% of the votes entitled to be cast in the election of directors.

Ability

to Call a Special Meeting. Special meetings of stockholders may be called at any time by the Chairman or the Chief Executive

Officer and are required to be called by the Secretary upon the written request of (i) a majority of the Board of Directors or

(ii) stockholders entitled to cast thirty percent (30%) of the votes at the meeting. No other persons may call a special meeting.

Action

by Written Consent. Unless expressly prohibited by law, the Certificate of Incorporation or the Bylaws, stockholders may

act without a meeting if the action is taken by written consent signed or transmitted by stockholders holding at least the minimum

number of votes that would be necessary to approve such action at a meeting. Prompt notice of such action must be given to stockholders

who did not consent.

Absence

of Cumulative Voting. There is no cumulative voting in the election of our directors. Cumulative voting means that holders

of stock of a corporation are entitled, in the election of directors, to cast a number of votes equal to the number of shares

that they own multiplied by the number of directors to be elected. Because a stockholder entitled to cumulative voting may cast

all of his, her or its votes for one nominee or disperse his, her or its votes among nominees as the stockholder chooses, cumulative

voting is generally considered to increase the ability of minority stockholders to elect nominees to a corporation’s board

of directors.

Authorized

and Unissued Shares. Upon the affirmative vote of at least a majority of the entire board of directors, the authorized

but unissued shares of common stock and “blank check” preferred stock will be available for future issuance without

stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings

to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued and

unreserved shares of common stock and preferred stock may enable the board of directors to issue shares to persons friendly to

current management, which could render more difficult or discourage any attempt to obtain control of the Company by means of a

proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of the Company’s management.

Business

Combinations under Delaware Law. The Company has not opted out of Section 203 of the DGCL in its Certificate of Incorporation.

Under Section 203 of the DGCL, subject to exceptions, the Company is prohibited from engaging in any business combination with

any interested stockholder for a period of three years following the time that the stockholder became an interested stockholder.

For this purpose, subject to certain exceptions, an “interested stockholder” generally includes holders of 15% or

more of our outstanding stock. The provisions of Section 203 may encourage companies interested in acquiring the Company to negotiate

in advance with its board of directors. These provisions may make it more difficult to accomplish transactions which stockholders

may otherwise deem to be in their best interests.

Effect

of Anti-Takeover Provisions

The

foregoing provisions of our Certificate of Incorporation, Bylaws and Delaware law could have the effect of discouraging an acquisition

of the Company or stock purchases in furtherance of an acquisition, and could accordingly, under certain circumstances, discourage

transactions that might otherwise have a favorable effect on the price of our common stock. In addition, such provisions may make

the Company less attractive to a potential acquirer and/or might result in stockholders receiving a lesser amount of consideration

for their shares of common stock than otherwise could have been available.

Our

board of directors believes that the provisions described above are prudent and will reduce the Company’s vulnerability

to takeover attempts and certain other transactions that are not negotiated with and approved by our board of directors. Our board

of directors believes that these provisions are in its best interests and the best interests of our stockholders. In the board

of directors’ judgment, the board of directors is in the best position to determine the Company’s true value and to

negotiate more effectively for what may be in the best interests of our stockholders. Accordingly, the board of directors believes

that it is in the Company’s best interests and in the best interests of our stockholders to encourage potential acquirers

to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile

takeover attempts.

Despite

the board of directors’ belief as to the benefits of the foregoing provisions, these provisions also may have the effect

of discouraging a future takeover attempt in which stockholders might receive a substantial premium for their shares over then

current market prices and may tend to perpetuate existing management. As a result, stockholders who might desire to participate

in such a transaction may not have an opportunity to do so. Our board of directors, however, believes that the potential benefits

of these provisions outweigh their possible disadvantages.

Registration

Rights Agreements

June 19, 2017, we entered into a registration rights agreement (the “2017 Registration Rights Agreement”) with certain

stockholders, pursuant to which we agreed, under specified circumstances, to register for resale shares of our common stock held

by the stockholders party thereto. The 2017 Registration Rights Agreement includes customary demand, piggyback and related registration

rights, subject to its terms and conditions.

connection with the merger with Pioneer Bancshares, Inc., we entered into Amendment No. 1 to the 2017 Registration Rights Agreement,

effective as of April 1, 2022, pursuant to which, among other things, JLL/FCH Holdings I, LLC was added as a “Significant

Investor” thereunder.

January 2024, in connection with our issuance of common stock to certain funds managed by Wellington Management Company LLP, we

entered into a registration rights agreement (the “2024 Registration Rights Agreement”) pursuant to which we agreed,

under specified circumstances, to register for resale shares of our common stock issued in that transaction.

connection with the merger with First Foundation Inc. pursuant to the Agreement and Plan of Merger, dated as of October 27, 2025,

as amended, we entered into Amendment No. 2 to the 2017 Registration Rights Agreement, effective as of April 1, 2026, pursuant

to which certain former stockholders of First Foundation became parties to the 2017 Registration Rights Agreement and became entitled

to the rights, and subject to the obligations, thereunder. Amendment No. 2 also provides that the closing of that merger is deemed

to constitute a demand notice under the 2017 Registration Rights Agreement, requiring us to file a resale registration statement

covering shares of our common stock issued to such stockholders in the merger.

EX-4.2

Filename: e26165_ex4-2.htm · Sequence: 4

Exhibit 4.2

Form

of Amendment No. 2 to Registration Rights Agreement

AMENDMENT

NO. 2

REGISTRATION

RIGHTS AGREEMENT

THIS

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of

April 1, 2026, by and among FIRSTSUN CAPITAL BANCORP, a Delaware corporation (the

“Corporation”), the Persons executing the signature pages hereto,including the Persons listed on

Exhibit A hereto (the “First Foundation Stockholders”).

RECITALS

WHEREAS,

the Corporation, the Significant Investors and the Investors have entered into that certain Registration Rights Agreement,

dated as of June 19, 2017, as amended by Amendment No. 1, dated as of June 1, 2021 (together, the “Registration Rights

Agreement”);

WHEREAS,

the Corporation has entered into that certain Agreement and Plan of Merger, dated as of October 27, 2025 (the “FirstFoundation

Merger Agreement”), by and between the Corporation and First Foundation Inc., a Delaware corporation (“First

Foundation”), pursuant to which First Foundation will merge with and into the Corporation (the

“First Foundation Merger”), with the Corporation surviving the First Foundation Merger;

WHEREAS, Section

II. 9 (Amendment and Waiver) of the Registration Rights Agreement provides that any provision of the Registration Rights

Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively)

with the written consent of (a) the Corporation, (b) the Significant Investors and (c) the Holders of at least a majority of

the Registrable Securities outstanding;

WHEREAS,

the Corporation has completed an IPO;

WHEREAS,

the Corporation, the Significant Investors and the Investors signatory hereto, which constitute each Significant Investor

and the Holders of at least a majority of the Registrable Securities outstanding, now desire to amend the Registration Rights

Agreement (which shall constitute the written consent of the Investors signatory hereto) to (i) add the First Foundation Stockholders

as parties, (ii) waive certain piggyback registration rights in connection with the shelf registration statement, similar to the

shelf registration statements previously filed for other stockholders of the Corporation, to be filed after closing of the First

Foundation Merger, and (iii) acknowledge that the closing of the First Foundation Merger shall be deemed to constitute a demand

notice from the First Foundation Stockholders under Section I.2 of the Registration Rights Agreement and that the Corporation

shall file a shelf registration statement covering their Registrable Securities in accordance with the terms of the Registration

Rights Agreement (after giving effect to the waivers set forth in this Amendment).

WHEREAS,

capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

NOW,

THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Registration Rights Agreement is hereby amended as follows:

Effective Date of this Amendment. This Amendment will become effective on the date on which the Effective Time (as

defined in the First Foundation Merger Agreement) of the transactions contemplated by the First Foundation Merger Agreement occurs

(the “Effective Date”); provided, however, that the waivers provided herein shall be effective

as of the date of this Amendment. If the Effective Time does not occur, this Amendment shall be null and void and have no effect.

Addition of the First Foundation Stockholders. Effective as of the Effective Date, the First Foundation Stockholders

shall be added as parties to the Registration Rights Agreement and shall be entitled to all rights and subject to all obligations

thereunder, as amended hereby.

Amendment to Exhibit A. Exhibit A to the Registration Rights Agreement is hereby amended to add the following Significant

Investors: the First Foundation Stockholders.

Addition of Section I.11. Section I.11 of the Registration Rights Agreement is hereby amended to add a new Section

I.11(d) thereto, to read as follows:

(d) Notwithstanding any other

provision in this Agreement, each First Foundation Stockholder irrevocably waives any rights or powers it may have under this

Section I.11 solely to the extent such provisions would allow it to impose a restriction on the rights of another Stockholder

with respect to such Stockholder’s Company Securities.

Waiver of Rights. The Corporation, the Significant Investors, and the Holders of at least a majority of the Registrable

Securities outstanding hereby waive any and all rights set forth in Section I.2 and/or under Section I.3 of the Registration Rights

Agreement solely with respect to the resale Demand Registration to be filed for the benefit of the First Foundation Stockholders

after the closing of the Merger in accordance with the terms and conditions of the First Foundation Merger Agreement and the Registration

Rights Agreement.

Demand Notice and Shelf Registration. The parties agree that the closing of the First Foundation Merger shall be

deemed to constitute a demand notice from the First Foundation Stockholders under Section I.2 of the Registration Rights Agreement,

and the Corporation shall file a shelf registration statement on Form S-3 (or other available form) covering the resale of the

Registrable Securities held by the First Foundation Stockholders in accordance with the terms of the Registration Rights Agreement

(after giving effect to the waivers set forth in this Amendment).

No Other Amendments. Except as expressly modified or amended hereby, the Registration Rights Agreement is and shall

remain in full force and effect.

Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of

the State of Delaware, without regard to conflicts of laws principles.

Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an

original but all of which together shall constitute one and the same instrument. The execution of this Amendment may be by actual

or facsimile signature.

[Signature

page follows]

WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first set forth above, but on the actual

dates specified below.

FIRSTSUN CAPITAL BANCORP

By:

Name:

Title:

FIRST FOUNDATION STOCKHOLDERS

INSERT NAME

By:

Name:

Title:

INSERT NAME

By:

Name:

Title:

Signature

Page to Amendment No. 2 to Registration Rights Agreement

Exhibit

FIRST

FOUNDATION STOCKHOLDERS

1. CF

1Foundation Investors LP

2. Canyon

party

3. Strategic

Value Investors, LP

EX-4.3

Filename: e26165_ex4-3.htm · Sequence: 5

Exhibit 4.3

Execution

Version

BOARD

REPRESENTATIVE LETTER AGREEMENT

FirstSun

Capital Bancorp

1400 16th Street, Suite 250

Denver, Colorado 80202

April

1, 2026

CF 1Foundation

Investors LP

c/o Fortress Investment

Group

1345 Avenue of

the Americas, 46th Floor

New York, NY 10105

Attention: General

Counsel – Credit; Credit Operations

E-mail:

gccredit@fortress.com; creditoperations@fortress.com

Dear Sir

or Madam:

For

good and valuable consideration acknowledged to have been received, FirstSun Capital Bancorp (the “Company”)

and CF 1Foundation Investors LP, a Delaware limited partnership (the “Investor”), effective as of the

date hereof, agree as follows:

The

Company will use its best efforts to cause an individual designated for nomination by Investor (the “Board Representative”)

to be elected or appointed to the board of directors of the Company (the “Board”), subject to satisfaction

of all legal and regulatory requirements regarding service and election or appointment as a director of the Company; provided

that the Investor’s right to designate for nomination the Board Representative will continue only so long as Investor, together

with its Affiliates, in the aggregate owns 40% of the total shares of the Company that the Investor owns as of the date of this

letter (the “Minimum Ownership Interest”). As used in this letter agreement, “Affiliates”

means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls,

is controlled by, or is under common control with such person, as such terms are used in and construed in Rule 405 under the Securities

Act of 1933. For the avoidance of doubt, with respect to Investor, any entity owned by investment funds or managed accounts that

are managed on a discretionary basis by Fortress Investment Group LLC or one of its Affiliates will be deemed to be an Affiliate

of Investor.

long as Investor, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its stockholders

the election of the Board Representative to the Board at all of the Company’s meetings of stockholders at which the Board

Representative is to be elected, subject to satisfaction of all legal requirements regarding service and election or appointment

as a director of the Company. If Investor no longer has a Minimum Ownership Interest, Investor (i) shall promptly notify the Company

of such fact, (ii) will have no further rights under Section 1(a) through (e), and (iii) at the written request of the Board,

shall use commercially reasonable efforts to cause the Board Representative to resign from the Board as promptly as possible thereafter.

(a) Subject

to applicable law and this Section 1, the Board Representative shall be one of the Company’s nominees to serve on the Board.

The Company shall use its reasonable best efforts to have the Board Representative elected as a director of the Company by the

stockholders of the Company, and the Company shall solicit proxies for the Board Representative to the same extent as it does

for any of its other Company nominees to the Board.

(b) Subject to this Section 1, upon the death, resignation, retirement, disqualification, or removal from office as a member

of the Board of the Board Representative, Investor shall have the right to designate the replacement for the Board Representative,

provided such replacement satisfies all legal and regulatory requirements regarding service and election or appointment as a director

of the Board. The Board shall use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom

with such person (including such person, subject to applicable Law, being one of the Company’s nominees to serve on the

Board), using reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company

and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board.

Company hereby agrees that, for so long as Investor and its Affiliates in the aggregate have a Minimum Ownership Interest, and

do not have a Board Representative currently serving on the Board (or whose appointment is subject to receipt of regulatory approvals),

the Company shall invite a person designated by Investor (the “Observer”) to attend meetings of the

Board, in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to vote on any matter presented

to the Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board at the

same time and in the same manner as the members of the Board, shall provide the Observer with all written materials and other

information given to members of the Board at the same time such materials and information are given to such members (provided,

however, that the Observer shall not be provided any Confidential Supervisory Information) and shall permit the Observer to attend

as an observer at all meetings thereof. As used herein, Confidential Supervisory Information shall mean confidential supervisory

information as defined in 12 C.F.R. § 261.2(c), non-public OCC information as defined in 12 C.F.R. § 4.32(b), and as

identified in 12 C.F.R. § 309.5(g)(8). In the event the Company proposes to take any action by written consent in lieu of

a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing

the nature and substance of such action and including the proposed text of such written consents. Notwithstanding anything to

the contrary contained in this Section 1(c): (i) the Observer may be excluded from executive sessions comprised solely of independent

directors if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable

law or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from

routine executive sessions), and (ii) the Company and the Board shall have the right to withhold any information and to exclude

the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the

attorney-client privilege between such party and counsel, or (B) necessary to avoid a violation of any applicable Law or any fiduciary

requirements under applicable law, provided that the Company shall use commercially reasonable efforts to provide such information

to the Observer in a manner that does not compromise or violate (as applicable) such attorney-client privilege, fiduciary requirements

or applicable Law. If Investor no longer has a Minimum Ownership Interest, Investor will have no further rights under this Section

1(c).

(d) The

Board Representative shall be entitled to compensation, indemnification and insurance coverage in connection with his or her role

as a director to the same extent as other directors on the Board and shall be entitled to prompt reimbursement for reasonable

and documented out-of-pocket expenses incurred in attending meetings of the Board, or any committee thereof in accordance with

the policies of the Company; provided, that, if the Board Representative is an employee of FIG LLC, the compensation to which

such Board Representative would be entitled pursuant to this Section 1(d) shall instead be remitted to FIG LLC or its designee.

The Company shall notify the Board Representative of all regular meetings and special meetings of the Board and of all regular

and special meetings of any committee of the Board. The Company shall provide the Board Representative with copies of all notices,

minutes, consents, and other material that it provides to all members of the Board, at the same time such materials are provided

to the other respective members.

(e) The

Company acknowledges that the Board Representative may have certain rights to indemnification, advancement of expenses, and/or

insurance provided by Investor and/or its respective Affiliates (collectively, the “Investor Indemnitors”).

The Company hereby agrees that, with respect to a claim by a Board Representative for indemnification arising out of his or her

service as a director of the Company, (1) it is the indemnitor of first resort (i.e., its obligations to the Board Representative

with respect to indemnification, advancement of expenses, and/or insurance (which obligations shall be the same as, but in no

event greater than, any such obligations to members of the Board) are primary and any obligation of the Investor Indemnitors to

advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Representative are secondary),

and (2) the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or

payment to all of the rights of recovery of the Board Representative against the Company.

(f) In

addition to the foregoing, the Company will reimburse Investor and its Affiliates for all reasonable fees and expenses arising

out of or related to the Board Representative’s or the Observer’s travel to in person meetings of the Board, to the

same extent as other directors on the Board.

(g) Notwithstanding anything to the contrary contained in this Section 1, the Board may exclude the Board Representative and/or

the Observer from portions of meetings of the Board to the extent that the Board will be discussing (i) any matters directly related

to Investor or (ii) any exam or other confidential correspondence constituting Confidential Supervisory Information with the Federal

Reserve, the FDIC, or the OCC, in each case under clauses (i) and (ii) herein to the extent required by applicable law as reasonably

determined by the Company’s legal counsel.

(h) Investor covenants and agrees to hold any information obtained from its Board Representative or Observer in confidence,

and to cause its Observer to agree to hold in confidence and to act in a fiduciary manner with respect to all information provided

to such Observer, in each case except to the extent that such information (i) was previously known by or in the possession of

such party on a nonconfidential basis, (ii) is or becomes in the public domain through no fault of such party, (iii) is later

lawfully acquired from other sources by the party to which it was furnished, or (iv) is independently developed by such party

without the use of such information. Each of the parties to this letter agreement hereby acknowledges that they are aware, and

will ensure that their representatives and Affiliates are aware, that the United States securities laws prohibit any person who

has material non-public information about a company from purchasing or selling securities of such company, or from communicating

such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase

or sell such securities.

2. Confidentiality. Each party to this letter agreement will hold, and will use commercially reasonable efforts

to cause its respective Affiliates and its and their respective directors, officers, employees, agents, consultants, managers,

investors and advisors to hold, in strict confidence, unless disclosure to any court, administrative agency or commission or other

governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”)

is reasonably necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar

process, or unless compelled to disclose by judicial or administrative process or, based on the advice of its counsel, by another

requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such

information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice

of such permitted disclosure so that such other party may seek confidential treatment of such information from the applicable

Governmental Entity), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively,

“Information”) concerning the other party hereto furnished to it by such other party or its representatives

pursuant to this letter agreement (except to the extent that such information can be shown to have been (a) previously known by

such party on a nonconfidential basis, (b) in the public domain through no fault of such party, (c) later lawfully acquired from

other sources by the party to which it was furnished, or (d) independently developed or conceived by such party without use of

such Information), and neither party hereto shall release or disclose such Information to any other person, except its Affiliates,

and its and their respective directors, officers, employees, partners, investors, auditors, attorneys, financial advisors, other

consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information

and, to the extent permitted above, to Governmental Entities; provided, however, that (i) the Investor is permitted to disclose

Information to auditors and bank and securities regulatory authorities without prior written notice to the Company in connection

with any audit or examination that does not explicitly reference the Company or this letter agreement and (ii) the Investor may

identify the Company and the number and value of the Investor’s security holdings in the Company in accordance with applicable

investment reporting and disclosure regulations or internal policies without prior notice to or consent from the Company.

3. Miscellaneous.

(a) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and

shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered

via facsimile or e-mail (provided the sender receives a machine-generated confirmation of successful facsimile transmission or

e-mail notification or confirmation of receipt of an e-mail transmission) at the facsimile number or e-mail address specified

in this Section 3(a) prior to 5:00 p.m., New York City time, on a Business Day, (b) the next Business Day after the date of transmission,

if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 3(a) on a day that

is not a Business Day or later than 5:00 p.m., New York City time, on any business day, (c) the business day following the date

of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual

receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as

follows:

to the Company:

FirstSun

Capital Bancorp

1400

16th Street, Suite 250

Denver,

Colorado 80202

Attention:

Mollie H. Carter

With

a copy to: Nelson Mullins Riley & Scarborough LLP

Atlantic

Station

201

17th Street NW, Suite 1700

Atlanta,

Georgia 30363

Attention:

J. Brennan Ryan

Telephone:

(404) 322-6444

Email:

brennan.ryan@nelsonmullins.com

to the Investor: To the address on record with the Company

or such

other address as may be designated in writing hereafter, in the same manner, by such person.

(b) Successors

and Assigns. The provisions of this letter agreement may not be assigned by the Investor without the prior written consent

of the Company, which consent may be withheld by the Company in its sole discretion, and any purported assignment shall be null

and void in the absence of such consent; provided, however that the Investor may assign its rights hereunder in whole or in part

to one or more of its Affiliates without the Company’s consent. Subject to the foregoing restriction on assignment, this

letter agreement will be binding upon, and will inure to the benefit of and be enforceable by, the parties hereto and their respective

successors and permitted assigns. Nothing in this letter agreement, express or implied, is intended to confer upon any party other

than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or

by reason of this letter agreement, except as expressly provided in this letter agreement.

Law. This letter agreement will be governed by and construed in accordance with the Laws of the State of Delaware applicable

to contracts made and to be performed entirely within such state. Each party agrees that all proceedings concerning the interpretations,

enforcement, and defense of this letter agreement (whether brought against a party hereto or its respective affiliates, employees,

or agents) may be commenced on an exclusive basis in the Delaware courts. Each party hereto hereby irrevocably submits to the

non-exclusive jurisdiction of the Delaware courts for the adjudication of any dispute hereunder or in connection herewith, and

hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction

of any such Delaware court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto

hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a

copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in

effect for notices to it under this letter agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS.

(d) Severability.

If any provision of this letter agreement is held to be invalid or unenforceable in any respect, the validity and enforceability

of the remaining terms and provisions of this letter agreement shall not in any way be affected or impaired thereby and the parties

will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall

incorporate such substitute provision in this letter agreement.

(e) Amendments; Waivers, No Additional Consideration. No amendment or waiver of any provision of this letter agreement

will be effective with respect to any party unless made in writing and signed by an officer or a duly authorized representative

of such party. No waiver of any default with respect to any provision, condition or requirement of this letter agreement shall

be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition,

or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the

exercise of any such right.

(f) Construction.

The headings herein are for convenience only, do not constitute a part of this letter agreement and shall not be deemed to limit

or affect any of the provisions hereof. The language used in this letter agreement will be deemed to be the language chosen by

the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This letter

agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring

or disfavoring any party by virtue of the authorship of any provisions of this letter agreement.

(g) No

Third-Party Beneficiaries. This letter agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person, other than

Investor Indemnitors.

(h) Delivery

by Facsimile or Electronic Transmission. This letter agreement and any signed agreement or instrument entered into in connection

with this letter agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a

facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects

as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original

signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall raise the use of a facsimile

machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this letter agreement or any amendment

hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile

machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party

hereto forever waives any such defense.

(i) Counterparts.

This letter agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and

the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that the parties need not sign the same counterpart.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

FIRSTSUN CAPITAL BANCORP

By:

/s/ Neal E. Arnold

Name: Neal E. Arnold

Title: President & Chief Executive

Officer

[Signature

Page to the Board Representative Letter Agreement]

Agreed and

acknowledged as of the date first above written:

CF 1FOUNDATION INVESTORS LP

By: CF 1Foundation

GP, LLC, its general partner

By:

/s/ Scott Desiderio

Name: Scott Desiderio

Title: Chief Financial Officer

[Signature

Page to the Board Representative Letter Agreement]

EX-4.4

Filename: e26165_ex4-4.htm · Sequence: 6

Exhibit 4.4

Execution Version

BOARD

REPRESENTATIVE LETTER AGREEMENT

FirstSun

Capital Bancorp

1400 16th Street, Suite 250

Denver, Colorado 80202

April

1, 2026

The Canyon Value

Realization Master Fund, L.P.

c/o Canyon Capital

Advisors LLC

2728 N. Harwood

Street, 2nd Floor

Dallas, TX 75201

Attn: legal@canyonpartners.com

Canyon Balanced

Master Fund, Ltd.

c/o Canyon Capital

Advisors LLC

2728 N. Harwood

Street, 2nd Floor

Dallas, TX 75201

Attn: legal@canyonpartners.com

Canyon ESG Master

Fund, L.P.

c/o Canyon Capital

Advisors LLC

2728 N. Harwood

Street, 2nd Floor

Dallas, TX 75201

Attn: legal@canyonpartners.com

Canyon Distressed

TX (A) LLC

c/o Canyon Capital

Advisors LLC

2728 N. Harwood

Street, 2nd Floor

Dallas, TX 75201

Attn: legal@canyonpartners.com

CDOF IV Master

Fund, L.P.

c/o Canyon Capital

Advisors LLC

2728 N. Harwood

Street, 2nd Floor

Dallas, TX 75201

Attn: legal@canyonpartners.com

Dear Sir

or Madam:

For

good and valuable consideration acknowledged to have been received, FirstSun Capital Bancorp (the “Company”)

and the entities listed on Exhibit A (collectively, the “Investor”), effective as of the date

hereof, agree as follows.

1. The

Company will use its best efforts to cause an individual designated for nomination by Investor (the “Board Designee”)

to be elected or appointed to the board of directors of the Company (the “Board”), subject to satisfaction

of all legal and regulatory requirements regarding service and election or appointment as a director of the Company; provided

that Investor’s right to designate for nomination the Board Designee will continue only so long as Investor, together with

its Affiliates, in the aggregate owns 40% of the total shares of the Company that the Investor owns as of the date of this letter

(the “Minimum Ownership Interest”). As used in this letter agreement, “Affiliates”

means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls,

is controlled by, or is under common control with such person, as such terms are used in and construed in Rule 405 under the Securities

Act of 1933. With respect to Investor, any investment fund or managed account that is managed on a discretionary basis by the

same investment manager or advisor as Investor or an investment manager or advisor that is an affiliate of the Investor’s

investment manager or advisor will be deemed to be an Affiliate of Investor.

long as Investor, together with its Affiliates, has a Minimum Ownership Interest, the Company will recommend to its stockholders

the election of the Board Designee to the Board at all of the Company’s meetings of stockholders (or the solicitation of

written consents in lieu of a shareholder meeting) in which the Board Designee is to be elected, subject to satisfaction of all

legal requirements regarding service and election or appointment as a director of the Company. If Investor no longer has a Minimum

Ownership Interest, Investor (i) shall promptly notify the Company of such fact, (ii) will have no further rights under Section

1(a) through (e), and (iii) at the written request of the Board, shall use commercially reasonable efforts to cause the Board

Designee to resign from the Board as promptly as possible thereafter.

(a) Subject to applicable law and this Section 1, the Board Designee shall be one of the Company’s nominees to serve

on the Board. The Company shall use its reasonable best efforts to have the Board Designee elected as a director of the Company

by the stockholders of the Company, and the Company shall solicit proxies for the Board Designee to the same extent as it does

for any of its other Company nominees to the Board.

(b) Subject

to this Section 1, upon the death, resignation, retirement, disqualification, or removal from office as a member of the Board

of the Board Designee, Investor shall have the right to designate the replacement for the Board Designee, provided such replacement

satisfies all legal and regulatory requirements regarding service and election or appointment as a director of the Board. The

Board shall use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person

(including such person, subject to applicable law, being one of the Company’s nominees to serve on the Board), using reasonable

best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting

proxies for such person to the same extent as it does for any of its other nominees to the Board.

Company hereby agrees that, for so long as Investor and its Affiliates in the aggregate have a Minimum Ownership Interest, and

do not have a Board Designee currently serving on the Board (or have a Board Designee whose appointment is subject to receipt

of regulatory approvals), the Company shall invite a person designated by Investor (the “Observer”)

to attend meetings of the Board, in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to

vote on any matter presented to the Board or any committee thereof. The Company shall give the Observer written notice of each

meeting of the Board at the same time and in the same manner as the members of the Board, shall provide the Observer with all

written materials and other information given to members of the Board at the same time such materials and information are given

to such members (provided, however, that the Observer shall not be provided any Confidential Supervisory Information) and shall

permit the Observer to attend as an observer at all meetings thereof. As used herein, Confidential Supervisory Information shall

mean confidential supervisory information as defined in 12 C.F.R. § 261.2(c), non-public OCC information as defined in 12

C.F.R. § 4.32(b), and as identified in 12 C.F.R. § 309.5(g)(8). In the event the Company proposes to take any action

by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective

date of such consent describing the nature and substance of such action and including the proposed text of such written consents.

Notwithstanding anything to the contrary contained in this Section 1(c): (i) the Observer may be excluded from executive sessions

comprised solely of independent directors if, in the written advice of counsel, such exclusion is necessary in order for the Company

to comply with applicable law or stock exchange listing standards (it being understood that it is not expected that the Observer

would be excluded from routine executive sessions), and (ii) the Company and the Board shall have the right to withhold any information

and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary

to protect the attorney-client privilege between such party and counsel, or (B) necessary to avoid a violation of any applicable

law or any fiduciary requirements under applicable law, provided that the Company shall use commercially reasonable efforts to

provide such information to the Observer in a manner that does not compromise or violate (as applicable) such attorney-client

privilege, fiduciary requirements or applicable law. If Investor no longer has a Minimum Ownership Interest, Investor will have

no further rights under this Section 1(c).

(d) The

Board Designee shall be entitled to compensation and indemnification and insurance coverage in connection with his or her role

as a director to the same extent as other directors on the Board and shall be entitled to prompt reimbursement for reasonable

and documented out-of-pocket expenses incurred in attending meetings of the Board, or any committee thereof in accordance with

the policies of the Company. The Company shall notify the Board Designee of all regular meetings and special meetings of the Board

and of all regular and special meetings of any committee of the Board. The Company shall provide the Board Designee with copies

of all notices, minutes, consents, and other material that it provides to all members of the Board, at the same time such materials

are provided to the other respective members.

(e) The

Company acknowledges that the Board Designee may have certain rights to indemnification, advancement of expenses, and/or insurance

provided by Investor and/or its respective Affiliates (collectively, the “Investor Indemnitors”). The

Company hereby agrees that, with respect to any claim by a Board Designee for indemnification arising out of his or her service

as a director of the Company, (1) it is the indemnitor of first resort (i.e., its obligations to the Board Designee with

respect to indemnification, advancement of expenses, and/or insurance (which obligations shall be the same as, but in no event

greater than, any such obligations to other members of the Board) are primary and any obligation of the Investor Indemnitors to

advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Board Designee are secondary),

and (2) the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or

payment to all of the rights of recovery of the Board Designee against the Company.

(f) In

addition to the foregoing, the Company will reimburse Investor and its Affiliates for all reasonable fees and expenses arising

out of or related to the Board Designee’s or the Observer’s travel to in person meetings of the Board, to the same

extent as other directors on the Board.

(g) Notwithstanding anything to the contrary contained in this Section 1, the Board may exclude the Board Designee and/or the

Observer from portions of meetings of the Board to the extent that the Board will be discussing (i) any matters directly related

to Investor or (ii) any exam or other confidential correspondence constituting Confidential Supervisory Information with the Federal

Reserve, the FDIC, or the OCC, in each case under clauses (i) and (ii) herein to the extent required by applicable law as reasonably

determined by the Company’s legal counsel.

(h) Investor

covenants and agrees to hold any information obtained from its Board Designee or Observer in confidence, and to cause its Observer

to agree to hold in confidence and to act in a fiduciary manner with respect to all information provided to such Observer, in

each case except to the extent that such information (i) was previously known by or in the possession of such party on a nonconfidential

basis, (ii) is or becomes in the public domain through no fault of such party, (iii) is later lawfully acquired from other sources

by the party to which it was furnished, or (iv) is independently developed by such party without the use of such information.

Each of the parties to this letter agreement hereby acknowledges that they are aware, and will ensure that their representatives

and affiliates are aware, that the United States securities laws prohibit any person who has material non-public information about

a company from purchasing or selling securities of such company, or from communicating such information to any other person under

circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

2. Confidentiality.

Each party to this letter agreement will hold, and will use commercially reasonable efforts to cause its respective Affiliates

and its and their respective directors, officers, employees, agents, consultants, managers, investors and advisors to hold, in

strict confidence, unless disclosure to any court, administrative agency or commission or other governmental or regulatory authority

or instrumentality or self-regulatory organization (each, a “Governmental Entity”) is reasonably necessary

or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless

compelled to disclose by judicial or administrative process or, based on the advice of its counsel, by another requirement of

law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information

shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such

permitted disclosure so that such other party may seek confidential treatment of such information from the applicable Governmental

Entity), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”)

concerning the other party hereto furnished to it by such other party or its representatives pursuant to this letter agreement

(except to the extent that such information can be shown to have been (a) previously known by such party on a nonconfidential

basis, (b) in the public domain through no fault of such party, (c) later lawfully acquired from other sources by the party to

which it was furnished, or (d) independently developed or conceived by such party without use of such Information), and neither

party hereto shall release or disclose such Information to any other person, except its Affiliates, and its and their respective

directors, officers, employees, partners, investors, auditors, attorneys, financial advisors, other consultants and advisors with

the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted

above, to Governmental Entities; provided, however, that (i) the Investor is permitted to disclose Information to auditors and

bank and securities regulatory authorities without prior written notice to the Company in connection with any audit or examination

that does not explicitly reference the Company or this letter agreement and (ii) the Investor may identify the Company and the

number and value of the Investor’s security holdings in the Company in accordance with applicable investment reporting and

disclosure regulations or internal policies without prior notice to or consent from the Company.