Common use of REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each Equityholder hereby represents and warrants to Parent and Merger Sub as follows: (a) Such Equityholder, if it is an entity, has all requisite power and authority or, if such Equityholder is an individual, has the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If such Equityholder is a corporation, limited partnership, or limited liability company, such Equityholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized, or constituted. (b) This Agreement has been duly executed and delivered by such Equityholder and constitutes a legal, valid and binding obligation of such Equityholder, enforceable against such Equityholder in accordance with its terms, subject to bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights. (c) Such Equityholder has full voting power, with respect to the Owned Securities, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of its Owned Securities, with no restrictions on such Equityholder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Owned Securities (other than, if such Equityholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws, which spouse hereby consents to this Agreement by executing the spousal consent attached hereto as Exhibit B). The Owned Securities held by such Equityholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Owned Securities. (d) There is no Action pending or, to the knowledge of such Equityholder, threatened against such Equityholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by such Equityholder of its obligations under this Agreement or otherwise adversely impact such Equityholder’s ability to perform its obligations hereunder. (e) Such Equityholder has received and reviewed a copy of the Merger Agreement and Separation Agreement. Such Equityholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement and Separation Agreement in reliance upon such Equityholder’s execution, delivery and performance of this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each Equityholder hereby represents and warrants warrants, severally and not jointly, to Parent FirstSun and Merger Sub First Foundation as follows: (a) Such Equityholder, if it is an entity, Equityholder has all requisite power and authority or, if such Equityholder is an individual, has the full legal capacity, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. If such Equityholder is a corporation, limited partnership, or limited liability company, such Equityholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized, or constituted. (b) This Agreement has been duly executed and delivered by such Equityholder and, subject to the due execution and delivery of this Agreement by FirstSun and First Foundation, constitutes a legal, legally valid and binding obligation agreement of such Equityholder, Equityholder enforceable against such Equityholder in accordance with its termsthe terms hereof. (b) Such Equityholder is the record owner and beneficial owner of, subject and has good, valid and marketable title to bankruptcythe First Foundation Shares, insolvency free and clear of any Liens (including all Laws relating to fraudulent transfersother than as created by this Agreement). As of the date hereof, reorganizationother than the First Foundation Shares set forth opposite Equityholder’s name on Schedule 1, moratorium and similar Laws such Equityholder does not own beneficially or of general applicability relating to record any First Foundation Securities (or affecting creditors’ rightsany securities convertible into First Foundation Securities) or any interest therein. (c) Such The execution and delivery of this Agreement by such Equityholder has full voting power, with respect to the Owned Securitiesdoes not, and full power the performance by such Equityholder of dispositionits obligations hereunder will not, full power to issue instructions with respect to require any consent or approval that has not been given or other action that has not been taken by any person (as such term is defined in the matters set forth herein, and full power to agree to all of Merger Agreement) (including under any contract or agreement binding upon such Equityholder or the matters set forth in this AgreementCovered Securities), in each case with respect to all of its Owned Securitiescase, with no restrictions on such Equityholder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Owned Securities (other than, if such Equityholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under the absence of such community property lawsconsent, which spouse hereby consents to this Agreement by executing the spousal consent attached hereto as Exhibit B). The Owned Securities held by such Equityholder are not subject to any proxy, voting trust approval or other agreementaction would prevent, arrangement or restriction with respect to the voting of such Owned Securities. (d) There is no Action pending or, to the knowledge of such Equityholder, threatened against such Equityholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair enjoin or materially delay the performance by such Equityholder of its obligations under this Agreement Agreement. (d) As of the date of this Agreement, there is no litigation, legal action or otherwise adversely impact regulatory investigation pending against such Equityholder’s ability Equityholder or, to perform its knowledge, threatened against such Equityholder that, in any manner, questions the beneficial or record ownership of the First Foundation Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Equityholder of its obligations hereunderunder this Agreement. (e) Such Equityholder has received and reviewed a copy of the Merger Agreement and Separation Agreement. Such Equityholder understands and acknowledges that Parent and Merger Sub are FirstSun is entering into the Merger Agreement and Separation Agreement in reliance upon its execution and delivery of this Agreement and such Equityholder’s executionrepresentations, delivery warranties, covenants and performance of this Agreementother agreements contained herein.