| Copyright © 2021 First Foundation Inc. All Rights Reserved Safe Harbor Statement 1 Forward-Looking Statements This investor presentation includes forward-looking statements about First Foundation, Inc. (“FFWM”), TGR Financial, Inc. (“TGR”) and the combined company after the completion of the proposed merger that is intended to be covered by the “Safe-Harbor” provisions of the Private Securities Litigation Refor m Act of 1995, including forward- looking statements relating to FFWM’s current expectations regarding the proposed merger an d its business plans and expectations. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by FFWM with the Securities an d Exch an ge Commission (“SEC”). The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the proposed merger does not cl ose when expected or at all because required regulatory, shareholder or other approvals, financial tests or other conditions to closing are not received or satisfied on a timely basis or at all; changes in FFWM’s or TG R’s stock price before closing, including as a result of its financial performance prior to cl osing or transaction-related uncertainty, or more generally due to broader stock market movements, and the performance offinancial companies and p eer group companies; the occurrence of any event, change or other circumstance that could give risk to the right of one or both of the parties to terminate the definitive agreement; the risk that the benefits from the proposed merger may not be fully realized or may take longer to realize than expected or be more costly to achieve, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which FFWM and TGR operate; the ability to promptly and effectively integrate the businesses of FFWM and TGR; reputational risks and the reaction of the companies’ customers, employees and counterparties to the proposed merger; diversion of management time on merger-related issues; lower than expected revenues, credit quality deterioration or a reduction in real es tate values or a reduction in net earnings; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to bankingand other financial activity, could harm FFWM’s or TGR’s business, financial position and results of operations, an d could adversely affect the timing and anticipated benefits of the proposed merger; and other risks that are described in FFWM’s public filings with the SEC. You should not place undue reliance on forward-looking statements and FFWM and TGR undertake noobligation toupdate any such s tatements to reflect circums tances or events that occur after the date on which the forward-looking statement is made. Additional Information about the Merger and Where to Find it Investors and security holders are urged to carefully review FFWM’s public filings with the SEC, including but not limited toits Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, proxy state ments and CurrentReports on Form 8-K. The documents are filed with the SECand may be obtained free of charge atwww.sec.gov, at FFWM’s website at firstfoundation.com under the “Investor Relations” link, or writing First Foundation Inc. at 18101 Von Karman Ave., Suite 700, Irvine, CA 92612; Attention: Kevin Thompson. In connection with the proposed merger transacti on, FFWM will file with the SECa registration state ment on Form S-4 that will include a joint proxy statement of FFWM and TGR, and a prospectusof FFWM, which are referred to as the joint proxy statement/prospectus, as well as other relevant documents concerningthe proposed transaction. Before ma king any voting or investment decision, investors and security holders are urged to carefully read the entire registration statement and joint proxy statement/prospectus when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of FFWM and TGR seeking required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus, and any other documents FFWM files with the SECfree of charge as described in the preceding paragraph. FFWM, TGR, their directors, executive offi cers and certain other persons may be deemed to be participants in the solicitati on of proxies from FFWM and TGR shareholders in favor of the approval of the transaction. Information about the directors and executive officers of FFWM and their ownership of FFWM common stock is set forth in the proxy statement for FFWM’s 2021 annual meeting of stockholders, as previously filed with the SEC. Additional information regarding the interests of those participants and other persons whomay be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when itbecomes available. |
