8-K - FFWM - Equibles

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):February 6, 2023

FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36461	20-8639702
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification Number)
200 Crescent Court, Suite 1400
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Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

(469) 638-9636

(Registrant’s telephone number, including area code)

N/A

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

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FFWM	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01	Other Events.

On December 30, 2022, First Foundation Inc. (the “Company”) received a letter (the “Nomination Notice”) from Driver Opportunity Partners I LP, Driver Management Company LLC and Abbott Cooper (collectively, “Driver”) purporting to nominate Allison Ball and Lila I. Flores (together, the “Purported Nominees”) for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). The Company has reviewed the Nomination Notice and has determined that it is materially deficient under Article II, Section 2.2(d)(i) and Article II, Section 2.4 of the Company’s Bylaws (the “Bylaws”).

On February 6, 2023, the Company sent a letter (the “February 6^th^ Letter”) to Driver notifying Driver that the Nomination Notice was incomplete due to several deficiencies. As part of the Company’s diligence and efforts to gather information on the Purported Nominees and pursuant to Article II, Section 2.2(e) of the Bylaws, on February 7, 2023, the Company sent a letter (the “February 7^th^ Letter”) requesting additional information about the Purported Nominees and requesting to interview the Purported Nominees. The Company requested that Driver provide the additional information by the close of business on February 14, 2023. On February 7, 2023, Driver sent a letter (the “Driver Letter”) to the Company stating that the Purported Nominees would only submit to interviews should there be a current vacancy on the Board and that Driver would review the requests for information and respond. On February 15, 2023, the Company received an email from Driver’s counsel acknowledging receipt of the Company’s letters and stating that responses were in process. On February 17, 2023, Driver filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”). As of close of business on February 21, 2023, the Company had not received the requested additional information from Driver.

On February 22, 2023, the Company sent a letter to Driver (the “February 22^nd^ Letter”) notifying Driver that it had failed to satisfy the requirements of the Bylaws. Pursuant to Article II, Section 2.2(g) of the Bylaws, only such persons who are nominated pursuant to the procedures set forth in the Bylaws shall be eligible to stand for election to the Board. Driver failed to meet the requirements of Article II, Section 2.2(d)(i) and Article II, Section 2.4 of the Bylaws and failed to provide a completed written questionnaire for each of the Purported Nominees. Accordingly, the Company has determined that the Nomination Notice is invalid.

As set forth in Article II, Section 2.2(c), the deadline under the Bylaws for delivering notice of intention to nominate candidates for election as directors at the 2023 Annual Meeting was January 29, 2023. The deadline for a timely and proper notice of intention to nominate candidates for election as directors at the 2023 Annual Meeting has passed. Therefore, Driver does not have the right to nominate any candidates for election as directors at the 2023 Annual Meeting.

On February 22, 2023, subsequent to receiving the February 22^nd^ Letter, in a separate letter, Driver purported to provide certain information that had previously been asserted by the Company as missing from the Nomination Notice (the “Second Driver Letter”). In the Second Driver Letter, Driver also informed the Company that Ms. Flores has requested that Driver withdraw its nomination of Ms. Flores for election to the Board at the 2023 Annual Meeting. Driver additionally confirmed in the Second Driver Letter that it does not believe that the Company has a reasonable basis on which to reject its nominations and that it fully intends to pursue its contested solicitation at the 2023 Annual Meeting.

The descriptions of the February 6^th^ Letter, the February 7^th^ Letter, the Driver Letter, the February 22^nd^ Letter and the Second Driver Letter contained in this Item 8.01 are summaries and are qualified in their entirety by reference to the full text of the February 6^th^ Letter, the February 7^th^ Letter, the Driver Letter, the February 22^nd^ Letter and the Second Driver Letter, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with its upcoming 2023 Annual Meeting. The Company intends to file a definitive proxy statement and a BLUE universal proxy card with the SEC in connection with any such solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANYARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SECCAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4 and 5, which are available on the Company’s website at www.ff-inc.com or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2022 (when it becomes available). Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2023 Annual Meeting. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at www.ff-inc.com.

Item 9.01	Financial Statements and Exhibits.
Exhibit No.	Description
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99.1	Letter, dated February 6, 2023, from First Foundation Inc. to Driver Management Company LLC
99.2	Letter, dated February 7, 2023, from First Foundation Inc. to Driver Management Company LLC
99.3	Letter, dated February 7, 2023, from Driver Management Company LLC to First Foundation Inc.
99.4	Letter, dated February 22, 2023, from First Foundation Inc. to Driver Management Company LLC
99.5	Letter, dated February 22, 2023, from Driver Management Company LLC to First Foundation Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	FIRST FOUNDATION INC.
Date: February 23, 2023
	By:	/s/ Scott F. Kavanaugh
		Scott F. Kavanaugh
		President and Chief Executive Officer

Exhibit 99.1

February 6, 2023

By Email and Federal Express

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

salsheimer@olshanlaw.com

Attention: Sebastian Alsheimer, Esq.

Re:	Purported Notice of Stockholder Nomination of Individuals for Election as Directors at the 2023 Annual Meeting of Stockholders<br>of First Foundation Inc.

Dear Mr. Alsheimer:

I am writing to you on behalf of First Foundation Inc. (the “Company”) in response to the letter, dated December 30, 2022, from your client Driver Opportunity Partners I LP (the “Nominating Stockholder”), to the Company (the “NominationNotice”). The Nominating Stockholder notified the Company in the Nomination Notice of its intention to propose the nomination of Allison Ball and Lila I. Flores (each a “Nominee,” and together, the “Nominees”) for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”).

The Nomination Notice requested that the Company notify you if the Company finds the Nomination Notice to be incomplete or otherwise deficient. This letter is in response to that request. The Company has reviewed the Nomination Notice and has determined that it is incomplete because it failed to make certain disclosures required by the Company’s Bylaws (the “Bylaws”). The Nomination Notice also made disclosures that would require further clarification in order to allow the Company to determine if such disclosures comply with the Bylaws. The deficiencies that the Company has identified in the Nomination Notice include the following:

Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the [Securities Exchange Act of 1934, as amended (the ‘Exchange Act’)],” which includes Item 5(b)(1)(ii) of Schedule 14A. Item 5(b)(1)(ii) of Schedule 14A requires the disclosure of each Nominee’s “present principal occupation or employment and the name, principal business and address of any corporation or other organizationin which such employment is carried on…” (emphasis added). The Nomination Notice stated that the “principal occupation of Ms. Ball is serving as an investment partner at Hanover Technology Investment Management [(‘Hanover Technology’)].” However, the Nomination Notice also provided that Ms. Ball is “an Investment Partner for [Hanover Technology] […] and a Partner at Accelerated Advisory Group, LLC.” As a result of these numerous inconsistent disclosures, Ms. Ball’s “present principal occupation” cannot be determined. Moreover, the Nomination Notice provided the “principal business address” for Ms. Ball, but it failed to clarify or confirm that such address is also the address of Hanover Technology, as required by Item 5(b)(1)(ii) of Schedule 14A. Further, the Nomination Notice stated that the “principal occupation of Ms. Flores is serving as US Commercial Leader for Palantir Technologies Inc. [(‘Palantir’)].” However, the Nomination Notice also provided that Ms. Flores is “a US Commercial Leader for [Palantir] […] and a Principal of CAZ Investments LP.” As a result of these numerous inconsistent disclosures, Ms. Flores’ “present principal occupation” cannot be determined. Also, while the Nomination Notice provided “the principal business address” for Ms. Flores, the Nomination Notice failed to provide the address of Palantir or confirm whether its address is the same as the address provided for Ms. Flores, as required by Item 5(b)(ii) of Schedule 14A.

February 6,2023 Page 2

Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act,” which includes Item 7(b) of Schedule 14A. Item 7(b) of Schedule 14A requires the disclosure of the information required by Item 404(a) of Regulation S-K. Item 404(a) of Regulation S-K requires the disclosure of “any transaction, since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000*, and in which any related person had or will havea direct or indirect material interest*” (emphasis added). The Nomination Notice provided that “no Nominee or any of her associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000,” but failed to provide such disclosure for transactions “in which any related person had or will have a direct or indirect material interest” (emphasis added). Further, when applied to a nominee for director, the related persons include such nominee for director and his or her immediate family members, as such term is defined in Item 404(a) of Regulation S-K. The Nomination Notice failed to provide such disclosure for any immediate family members of the Nominees.

February 6,2023 Page 3

3.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 5(b)(1)(xi) of Schedule 14A. Item 5(b)(1)(xi) requires<br>that a stockholder notice of nominations “[f]urnish for [each] participant and [the] associates of [each] participant the information<br>required by Item 404(a) of Regulation S-K.” As discussed above, Item 404(a) of Regulation S-K requires the disclosure<br>of certain transactions. The Nomination Notice provided that “no Participant or any of his, her or its associates was a party to<br>any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any<br>currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party,<br>in which the amount involved exceeds $120,000,” but failed to provide such disclosure for transactions “in which any related<br>person had or will have a direct or indirect material interest.” Further, when applied to a nominee for director, the related persons<br>include such nominee for director and his or her immediate family members, as such term is defined in Item 404(a) of Regulation S-K.<br>Again, the Nomination Notice failed to provide such disclosure for any immediate family members of the Nominees.
4.	Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations<br>of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with<br>Regulation 14A under the Exchange Act,” which includes Item 8 of Schedule 14A. Item 8 of Schedule 14A requires, with respect<br>to the Nominees and their associates, the disclosure of the information required by Item 402 of Regulation S-K (Executive Compensation).<br>The Nomination Notice failed to provide this required disclosure or confirm that the Nominees and their associates have no such information<br>to provide.
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5.	Pursuant to Article II, Section 2.2(d)(iii)(2)(C) of the Bylaws, a stockholder notice of<br>nominations is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on<br>whose behalf the nomination is made […] any proxy, contract, arrangement, understanding (written or oral), or any relationship,<br>pursuant to which [either the Nominating Stockholder or the beneficial owner, if any, on whose behalf the nomination is made] has a right<br>to vote, directly or indirectly, any shares of capital stock or any other security of the [Company].” The Nomination Notice disclosed<br>that Driver Management Company LLC (“Driver Management”) and J. Abbott R. Cooper owned “289,00 shares<br>of Common Stock (consisting of the 76,000 shares of Common Stock owned directly by [the Nominating Stockholder] and the 213,000 shares<br>of Common Stock held in certain separately managed accounts.” The Nomination Notice failed to provide whether, by virtue of such<br>beneficial ownership, Driver Management and Mr. Cooper have any power to vote such shares.
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February 6,2023 Page 4

6.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(2) of Schedule 14A. Item 4(b)(2) of Schedule<br>14A requires that “[i]f regular employees of the registrant or any other participant in a solicitation have been or are to be employed<br>to solicit security holders,” a stockholder notice of nominations must “describe the class or classes of employees to be so<br>employed, and the manner and nature of their employment for such purpose.” Mr. Cooper is the managing member of the general<br>partner of the Nominating Stockholder. The Nomination Notice failed to state whether Mr. Cooper, as an employee of the Nominating<br>Stockholder, or any other employees of Nominating Stockholder will be employed to solicit stockholders, and if so, to describe their class<br>or classes and the manner and nature of their employment for such purpose.
7.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(3) of Schedule 14A. Item 4(b)(3) of Schedule<br>14A requires that “[i]f specially engaged employees, representatives or other persons have been or are to be employed to solicit<br>security holders,” a stockholder notice of nominations must “state (i) the material features of any contract or arrangement<br>for such solicitation and the identity of the parties, (ii) the cost or anticipated cost thereof and (iii) the approximatenumber of such employees or any other person (naming such other person) who will solicit security holders” (emphasis added).<br>The Nomination Notice provided that “[t]he Nominating Stockholder expects to retain a proxy solicitor for solicitation and advisory<br>services in connection with its anticipated solicitation of proxies for the Annual Meeting. The costs for such proxy solicitor and the<br>number of people to be employed by such proxy solicitor to solicit proxies for the Annual Meeting is presently unknown” (emphasis<br>added). Even if the precise cost was “presently unknown,” Item 4(b)(3) of Schedule 14A requires the “anticipatedcost” of this figure (emphasis added). Further, even if the number of people to be employed was “presently unknown,”<br>Item 4(b)(3) of Schedule 14A requires the “approximate number” of employees (emphasis added).
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Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(3) of Schedule 14A. Item 4(b)(3) of Schedule 14A requires that “[i]f specially engaged employees, representatives or other persons have been or are to be employed to solicit security holders,” a stockholder notice of nominations must “state (i) the material features of any contract or arrangement for such solicitation and the identity of the parties, (ii) the cost or anticipated cost thereof and (iii) the approximatenumber of such employees or any other person (naming such other person) who will solicit security holders” (emphasis added). The Nomination Notice provided that “[t]he Nominating Stockholder expects to retain a proxy solicitor for solicitation and advisory services in connection with its anticipated solicitation of proxies for the Annual Meeting. The costs for such proxy solicitor and the number of people to be employed by such proxy solicitor to solicit proxies for the Annual Meeting is presently unknown” (emphasis added). Even if the precise cost was “presently unknown,” Item 4(b)(3) of Schedule 14A requires the “anticipatedcost” of this figure (emphasis added). Further, even if the number of people to be employed was “presently unknown,” Item 4(b)(3) of Schedule 14A requires the “approximate number” of employees (emphasis added).

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February 6,2023 Page 5

8.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(4) of Schedule 14A. Item 4(b)(4) of Schedule<br>14A requires that a stockholder notice of nominations “[s]tate the total amount estimated to be spent and the total expenditures<br>to date for, in furtherance of, or in connection with the solicitation of security holders” (emphasis added). The Nomination<br>Notice provided “the manner in which the anticipated solicitation will be undertaken [and] information regarding the costs associated<br>therewith […] is presently unknown” (emphasis added). Item 4(b)(4) of Schedule 14A requires a stockholder notice<br>of nominations to provide “the total amount estimated to be spent” (emphasis added). Even if the precise total amount<br>is “presently unknown,” Item 4(b)(4) of Schedule 14A requires an estimate of this figure. In addition, the Nomination<br>Notice failed to provide the total expenditures to date. The Nomination Notice stated that “the Nominating Stockholder has not undertaken<br>any activities to date in furtherance of, or in connection with, its anticipated solicitation of proxies for the Annual Meeting, [and]<br>it has not incurred any expenses to date in furtherance of, or in connection with, any solicitation of proxies for the Annual Meeting.”<br>However, the preparation and submission of the Nomination Notice was “in furtherance of, or in connection with” the Nominating<br>Stockholder’s anticipated solicitation of proxies for the Annual Meeting and accordingly, any costs associated with such preparation<br>and submission were required to be disclosed in the Nomination Notice.
9.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 5(b)(1)(viii) of Schedule 14A. Item 5(b)(1)(viii) of<br>Schedule 14A requires a stockholder notice of nominations to state “whether or not the participant is, or was within the past year,<br>a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant.” If so,<br>a stockholder notice of nominations must “name the parties to such contracts, arrangements or understandings and give the details<br>thereof.” Driver Management and Mr. Cooper “beneficially own 213,000 shares of Common Stock held in [certain separately<br>managed accounts].” The Nomination Notice failed to provide any details about the arrangement under which Driver Management’s<br>and Mr. Cooper’s investment in these shares of Common Stock is managed.
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Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(4) of Schedule 14A. Item 4(b)(4) of Schedule 14A requires that a stockholder notice of nominations “[s]tate the total amount estimated to be spent and the total expenditures to date for, in furtherance of, or in connection with the solicitation of security holders” (emphasis added). The Nomination Notice provided “the manner in which the anticipated solicitation will be undertaken [and] information regarding the costs associated therewith […] is presently unknown” (emphasis added). Item 4(b)(4) of Schedule 14A requires a stockholder notice of nominations to provide “the total amount estimated to be spent” (emphasis added). Even if the precise total amount is “presently unknown,” Item 4(b)(4) of Schedule 14A requires an estimate of this figure. In addition, the Nomination Notice failed to provide the total expenditures to date. The Nomination Notice stated that “the Nominating Stockholder has not undertaken any activities to date in furtherance of, or in connection with, its anticipated solicitation of proxies for the Annual Meeting, [and] it has not incurred any expenses to date in furtherance of, or in connection with, any solicitation of proxies for the Annual Meeting.” However, the preparation and submission of the Nomination Notice was “in furtherance of, or in connection with” the Nominating Stockholder’s anticipated solicitation of proxies for the Annual Meeting and accordingly, any costs associated with such preparation and submission were required to be disclosed in the Nomination Notice.

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February 6,2023 Page 6

10.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 6(d) of Schedule 14A. Item 6(d) of Schedule 14A<br>requires a stockholder notice of nominations to “[f]urnish the information required by Item 403 of Regulation S-K to the extent<br>known by the persons on whose behalf the solicitation is made.” The Nomination Notice failed to provide such disclosure.
11.	Pursuant to Article II, Section 2.2(d)(i)(D) of the Bylaws, “with respect to each<br>[p]roposed Nominee for election or reelection to the Board of Directors,” a stockholder notice of nominations must “include<br>a completed and signed questionnaire…” (emphasis added). The Company provided “a written questionnaire with<br>respect to the background and qualification of such [Nominee],” pursuant to Section 2.4 of the Bylaws (the “CompanyQuestionnaire”).
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a.	The disclosures in Ms. Ball’s Company Questionnaire omitted certain required information or<br>required further clarification in order to allow the Company to determine if such disclosures comply with the Bylaws.
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i.	The Nomination Notice provided a “business address” for Ms. Ball in accordance with Item<br>5(b)(1)(i) of Schedule 14A. Question #1(d) of the Company Questionnaire requires the Nominee’s business address and home<br>address. In Ms. Ball’s response, she provided an identical business address and home address. Such provided address is also<br>identical to the business address provided in the Nomination Notice. The provided business address appears to be a residential address.<br>Moreover, it does not match the public address of Hanover Technology, which the Nomination Notice stated is her “principal occupation.”
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ii.	Question #4 of the Company Questionnaire requires a description of the “nature of your responsibilities.”<br>Ms. Ball incorporated her biographical information set forth in the Nomination Notice, but such biographical information did not<br>describe the “nature of [her] responsibilities.”
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February 6,2023 Page 7

iii.	Question #4 of the Company Questionnaire requires the Nominee to “set forth … any particular<br>area of your professional or academic background that would be relevant for the Nominating and Corporate Governance Committee to consider.”<br>The Nominee should provide “information that is material to [their] qualification to serve as a director of the Company.”<br>During our diligence and efforts to gather information on Ms. Ball, we became aware that Ms. Ball cohosts a podcast entitled<br> “Hell or High Ranch Water” along with Ms. Flores. Such information is “relevant [to] the Nominating and Corporate<br>Governance Committee […] [and] [material] to [their] qualification to serve as [directors] of the Company” and was not disclosed.
iv.	Question #5 of the Company Questionnaire requires each Nominee to list directorship information. Ms. Ball<br>provided that she was a Board Member of the Lincoln Network, Inc. from January 2021 to present. Such position was not listed<br>in the biography contained in the Nomination Notice or in the questionnaire attached to the Nomination Notice provided by the Nominating<br>Stockholder (the “Driver Questionnaire”).
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v.	Question #19 of the Company Questionnaire requires the Nominee to provide information regarding any entities<br>that the Nominee controls, either directly or indirectly. Ms. Ball provided that “[a]s partner, [she] directly controls Accelerated<br>Advisory Group, LLC.” However, it also appears that Ms. Ball controls Hanover Technology, an entity in which she is one of<br>only two “Investment Partners.”
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vi.	Question #20 of the Company Questionnaire requires the Nominee to disclose entities that the Nominee can<br> “exert significant influence, either directly or indirectly […] to the extent that the entity may be prevented from fully<br>pursuing its own separate interests with regard to any transaction with the Company and its affiliates.” Ms. Ball provided<br>that there are no such entities. However, this appears inconsistent with Ms. Ball’s answer to Question #19 of the Company Questionnaire,<br>which stated that she controls Accelerated Advisory Group, LLC. Additionally, as one of only two Investment Partners, it appears that<br>Ms. Ball also has the ability to exert significant influence over Hanover Technology.
---	---
vii.	We understand that Ms. Ball and Ms. Flores run a podcast called Hell or High Ranch Water. Such<br>information was not disclosed in the Company Questionnaire, the Driver Questionnaire or the Nomination Notice.
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February 6,2023 Page 8

viii.	Question #21 of the Company Questionnaire requires the disclosure of “any entities, other than those<br>already listed in [the Nominee’s] responses to other questions in [the Company] Questionnaire, with which [the Nominee] serve[s]<br>as a member of the board of directors or [has] any other employment relationship, even if the directorship and/or employment relationship<br>does not result in [the Nominee’s] ability to exert control or significant influence over the entity ….” Information<br>about Ms. Ball’s employment or involvement with Hell or High Ranch Water LLC was not disclosed in the Company Questionnaire,<br>the Driver Questionnaire or the Nomination Notice.
ix.	Question #35(m) of the Company Questionnaire requires the disclosure of “any additional information<br>that would be relevant, appropriate or helpful for the Company’s [Board] to consider when evaluating [the Nominee’s] ability<br>to exercise independent judgment in carrying out the responsibilities of a director.” Ms. Ball’s omissions with respect<br>to her relationship with Ms. Flores are pertinent to the Board in its evaluation of her “ability to exercise independent judgment<br>in carrying out the responsibilities of a director.”
---	---
b.	The disclosures in Ms. Flores’ Company Questionnaire omitted certain required information or<br>required further clarification in order to allow the Company to determine if such disclosures comply with the Bylaws.
---	---
i.	The Nomination Notice provided a “business address” for Ms. Flores in accordance with<br>Item 5(b)(1)(i) of Schedule 14A. Question #1(d) of the Company Questionnaire requires the Nominee’s business address and<br>home address. In Ms. Flores’ response, she provided identical business and home addresses. Such provided address is also identical<br>to the business address listed in the Nomination Notice and appears to be a residential address. Moreover, it does not match the public<br>address of Palantir, which the Nomination Notice stated is her “principal occupation.”
---	---
ii.	Question #4 of the Company Questionnaire requires Ms. Flores to “provide a detailed summary<br>of [her] historical biographical information.” “The biographical information must contain at a minimum the following information:<br>(i) [her] business experience during the past five (5) years […], identifying the name of [her] employer (or self-employed),<br>the type of business of the employer, the positions [she] held, the nature of [her] responsibilities, and whether your employer was an<br>affiliate of the Company.” As part of our diligence and efforts to determine Ms. Flores’ qualification to serve<br>as a director of the Company, the Company became aware of Hell or High Ranch Water LLC, of which Ms. Flores is the manager. Such<br>information should have been included in her response to Question #4, yet it was not disclosed in the Company Questionnaire, the Driver<br>Questionnaire or the Nomination Notice.
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February 6,2023 Page 9

iii.	Question #4 of the Company Questionnaire requires a description of the “nature of your responsibilities.”<br>Ms. Flores incorporated her biographical information set forth in the Nomination Notice, but such biographical information did not<br>include the “nature of [her] responsibilities.”
iv.	Question #4 of the Company Questionnaire requires the Nominee to “set forth … any particular<br>area of your professional or academic background that would be relevant for the Nominating and Corporate Governance Committee to consider.”<br>The Nominee should provide “information that is material to [their] qualification to serve as a director of the Company.”<br>During our diligence and efforts to gather information on Ms. Flores, we became aware that Ms. Flores cohosts a podcast entitled<br> “Hell or High Ranch Water” along with Ms. Ball. Such information is “relevant [to] the Nominating and Corporate<br>Governance Committee […] [and] [material] to [their] qualification to serve as [directors] of the Company” and was not disclosed.
---	---
v.	Ms. Flores is a manager of Hell or High<br>Ranch Water LLC. Such information was not disclosed in the Company Questionnaire, the Driver Questionnaire or the Nomination Notice. Had<br>it been properly disclosed, such an entity would qualify as an “associate”^1^ of Ms. Flores. Question<br>#30 of the Company Questionnaire required the disclosure in table form the “full name, form (e.g., partnership, corporation, etc.),<br>nature of business done by, and principal place of business of each associate of [Ms. Flores] referred to in the answers in<br>[the Company] Questionnaire and [her] relationship with such associate(s), if applicable.”
---	---
vi.	Question #19 of the Company Questionnaire requires the Nominee to provide information regarding any entities<br>that the Nominee controls, either directly or indirectly. As the manager of Hell or High Ranch Water LLC, Ms. Flores arguably directly<br>or indirectly controls the entity. If not, she at least has the ability to exert significant influence over the entity. However, such<br>information was not disclosed in the Company Questionnaire, the Driver Questionnaire or the Nomination Notice.
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^1^ As defined in the Company Questionnaire, “associate” includes: (i) any corporation or entity (other than the Company) of which you are an officer, director or partner or of which you are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (ii) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar capacity; (iii) your spouse; (iv) any relative of your spouse or any relative of yours who has the same home as you or who is a director or officer or key executive of the Company; and (v) any partner, syndicate member or person with whom you have agreed to act in concert with respect to the acquisition, holding, voting or disposition of shares of the Company’s securities.

February 6,2023 Page 10

vii.	We understand that Ms. Flores owns a hunting business. Information regarding this business and the<br>entity or entities through which it is conducted was omitted from the Company Questionnaire, the Driver Questionnaire and the Nomination<br>Notice.
viii.	Question #21 of the Company Questionnaire requires the disclosure of “any entities, other than those<br>already listed in [the Nominee’s] responses to other questions in [the Company] Questionnaire, with which [the Nominee] serve[s]<br>as a member of the board of directors or [has] any other employment relationship, even if the directorship and/or employment relationship<br>does not result in [the Nominee’s] ability to exert control or significant influence over the entity …..” Information<br>about Ms. Flores’s employment or involvement with Hell or High Ranch Water LLC and her hunting business was not disclosed in<br>the Company Questionnaire, the Driver Questionnaire or the Nomination Notice.
---	---
ix.	Question #35(m) of the Company Questionnaire requires the disclosure of “any additional information<br>that would be relevant, appropriate or helpful for the Company’s [Board] to consider when evaluating [the Nominee’s] ability<br>to exercise independent judgment in carrying out the responsibilities of a director.” Ms. Flores’ omissions with respect<br>to her relationship with Ms. Flores are pertinent to the Board in its evaluation of her “ability to exercise independent judgment<br>in carrying out the responsibilities of a director.”
---	---

Pursuant to Article II, Section 2.2(g) of the Bylaws, only such persons who are nominated pursuant to the procedures set forth in the Bylaws shall be eligible to stand for election to the Board. This letter is being sent on behalf of the Company, while expressly reserving, and without waiving, any and all rights and defenses that the Company may have with respect to this matter. This letter is not and should not be interpreted to be confirmation or validation of the sufficiency, timeliness or adequacy of the Nomination Notice in any respect.

Please feel free to contact us with any questions. The Company’s management and the Board are and will remain open to engagement with the Nominating Stockholder. We will ensure that your input is always reviewed promptly and with due care and consideration.

* * *

Very truly yours,
FIRST FOUNDATION INC.
/s/ C. Kelly Rentzel
C. Kelly Rentzel
Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.2

February 7, 2023

By Email and Federal Express

Mr. Abbott Cooper

Founder and Managing Member

Driver Management Company LLC

250 Park Avenue, 7th Floor

New York, NY 10177

With a copy to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

salsheimer@olshanlaw.com

Attention: Sebastian Alsheimer, Esq.

Re: Request for Additional Information

Dear Mr. Cooper:

On December 30, 2022, Driver Opportunity Partners I LP (the “Nominating Stockholder”) notified the Company by letter (the “Nomination Notice”) of its intention to propose the nomination of Allison Ball and Lila I. Flores (together, the “Purported Nominees”) for election to the Board of Directors (the “Board”) of First Foundation Inc. (the “Company”) at the Company’s 2023 annual meeting of stockholders. Pursuant to Article II, Section 2.2(e) of the Company’s Bylaws, please provide the following information no later than the close of business on February 14, 2022:

1.	Please confirm whether Ms. Ball controls<br>Hanover Technology Investment Management, an entity in which she is one of only two Investment Partners, and state the nature of her control.
2.	Please confirm whether Ms. Ball controls Accelerated Advisory Group, LLC, and describe the nature<br>of her responsibilities.
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3.	Please describe the nature of Ms. Flores’s responsibilities as an employee of Planatir Technologies Inc.
---	---
4.	Please provide the address of Planatir Technologies Inc.
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February 7, 2023 Page 2

5.	Please describe the nature of Ms. Flores’s responsibilities as a Principal of CAZ Investments<br>LP.
6.	Please confirm whether Ms. Flores and Ms. Ball have a professional and/or personal relationship<br>that precedes the date of the Nomination Notice, and describe the nature of such relationship.
---	---
7.	Please confirm whether either or both of the Purported Nominees are owners or managers or representatives<br>of Hell or High Ranch Water LLC, and describe the nature of their position(s).
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8.	Please state the name of any entities which either of the Purported Nominees own or control, or confirm<br>that there are none. For each entity, please state the entity’s name and address.
---	---
9.	Please state any entities (other than those discussed above) over which the Purported Nominees can exert<br>significant influence, either directly or indirectly to the extent that the entity may be prevented from fully pursuing its own separate<br>interests with regard to any transaction with the Company and its affiliates.
---	---
10.	Please provide the disclosure required by Item 404(a) of Regulation S-K with respect to any immediate<br>family members of the Purported Nominees.
---	---
11.	Please provide the information required by Item 402 of Regulation S-K with respect to the Purported Nominees<br>and their associates, or confirm that there is no such information to provide.
---	---

As part of our evaluation of the Nomination Notice and the Purported Nominees’ qualifications and fitness to serve, the Company would like to interview each Purported Nominee. To expedite the interview process, please provide the Purported Nominees’ availability for interviews with the Company over the next few weeks.

This letter is being sent on behalf of the Company, while expressly reserving, and without waiving, any and all rights and defenses that the Company may have with respect to this matter, including, but not limited to, its right to request further information regarding the Purported Nominees. This letter is not and should not be interpreted to be confirmation or validation of the sufficiency, timeliness or adequacy of the Nomination Notice in any respect.

* * *

February 7, 2023 Page 3

Very truly yours,
FIRST FOUNDATION INC.
/s/ C. Kelly Rentzel
C. Kelly Rentzel
Executive Vice President, General Counsel and Secretary
CC:	Sebastian Alsheimer, Esq., Olshan Frome Wolosky LLP <br><br>Allison Ball <br><br>Lila Flores
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Exhibit 99.3

February 7, 2023

Ms. Kelly Rentzel

Executive Vice President, General Counsel and Secretary

First Foundation Inc.

200 Crescent Court, Suite 1400

Dallas, TX 75201

Kelly,

Reference is made to your letter of even date. I will review your requests for information with Ms. Flores and Ms. Ball and respond.

With respect to interviewing Ms. Flores and Ms. Ball, I would make the same point that I made in a previous letter to Scott Kavanaugh. As you are aware, Driver Opportunity Partners I LP, a stockholder of record of First Foundation, Inc. (“FFWM” or the “Company”) nominated Ms. Flores and Ms. Ball, in accordance with FFWM’s bylaws, for election to FFWM’s board of directors (the “Board”) at FFWM’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). FFWM’s bylaws regarding the nomination (by FFWM stockholders) of persons for election to directors do not require or contemplate that any person nominated by a FFWM stockholder be interviewed by anyone, presumably because they will be “interviewed” by FFWM’s stockholders in the context of an election of directors.

As an aside, your letter notes that “the Company would like to interview” Ms. Flores and Ms. Ball, which suggests that any such interview might not necessarily be conducted solely by independent directors, which I believe would be highly inappropriate.

Your letter also states that such interviews would be “part of [the Company’s, presumably] evaluation of . . . [Ms. Flores’ and Ms. Ball’s] qualifications and fitness to serve” on the Board. Again, FFWM’s bylaws do not require the Company or the Board (or any committee thereof) to make any determination regarding the “fitness to serve” of any person nominated by a FFWM stockholder. Not to put too fine a point on it, but FFWM stockholders will judge, by casting votes at the 2023 Annual Meeting, whether Ms. Flores and/or Ms. Ball are fit to serve as directors and any claim or implication that the Company or the Board “knows better than do the shareholders” regarding who should serve on the Board is contrary to established Delaware law. ^1^ As noted in Blasius, directors are but agents of stockholders and as agents cannot usurp the power of a principal to choose its agent.

In addition, there is the common sense point that I tried to make to Scott: unless there is a current or expected vacancy on the Board that the Board is looking to fill, or the nomination and corporate governance committee (the “Nominating Committee”) of the Board expects that a current member of the Board will not be renominated for (or otherwise seek) reelection at the 2023 Annual Meeting, what is the purpose of any interview? To put it in simple terms, why would someone interview for a job that has already been filled? Alternatively, why would a company interview someone for a role that is currently being filled (let’s assume to the company’s satisfaction) by someone else? I trust you understand the point that I am trying to make, which is what is the point of an interview if it is a meaningless exercise?

However, to the extent that the Nominating Committee expects there will be vacancies on the Board (or that current directors will not be renominated for election at the 2023 Annual Meeting), I am sure that I can coordinate interviews with the Nominating Committee, on the one hand, and Ms. Flores and Ms. Ball, on the other hand, after a discussion with the Nomination Committee (or any members thereof) to understand what those expectations are.

Please let me know when the Nominating Committee (or any members thereof) might be available for such a discussion.

/s/ J. Abbott R. Cooper

^1^ See, Blasius Indus., Inc., v. Atlas Corp., 564 A.2^nd^ 651, 663 (Del. Ch. 1988)(noting that “the theory of our corporation law confers powers upon the directors as agents of shareholders; it does not create Platonic masters.”).

Soundview Plaza

1266 East Main Street, Suite 700R

Stamford, CT 06902

Exhibit 99.4

Matthew W. Moran mmoran@velaw.com

Tel +1.214.220.7723

February 22, 2023

Via Email

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

afreedman@olshanlaw.com

Attention: Andrew Freedman, Esq.

Re:	Purported Notice of Stockholder Nomination of Individuals for Election as Directors at the 2023 Annual Meeting of Stockholders<br>of First Foundation Inc.

Dear Mr. Freedman:

I write on behalf of my client, First Foundation Inc. (the “Company”), in response to the letter, dated December 30, 2022 (together with the exhibits thereto, the “Notice”), from your clients, Driver Opportunity Partners I LP (the “NominatingStockholder”), Driver Management Company LLC (“Driver Management”) and J. Abbott Cooper (collectively with the Nominating Stockholder and Driver Management, “Driver”), purporting to serve as notice to the Company of the Nominating Stockholder’s intention to nominate Allison Ball and Lila I. Flores (each a “Purported Nominee” and together, the “Purported Nominees”) for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”).

The Nominating Stockholder attached to the Notice questionnaires prepared by the Nominating Stockholder and responses by the Purported Nominees (the “DriverQuestionnaires”). On January 16, 2023, the Nominating Stockholder provided the Company with copies of each Purported Nominee’s responses to the questionnaire prepared by the Company (the “Company Questionnaires” and together with the Driver Questionnaires, the “Questionnaires”). The Company has reviewed the Notice and the Questionnaires (collectively, the “Notice Materials”) and has determined that the Notice Materials fail to satisfy each of Article II, Section 2.2(d)(i) and Article II, Section 2.4 of the Company’s Bylaws (effective October 27, 2015) (the “Bylaws”).

Article II, Section 2.2 of the Bylaws sets forth requirements for a stockholder to provide advance notice of its intention to nominate candidates to the Board (the “Advance Notice Provisions”). By the clear terms of the Bylaws, a stockholder may not nominate a candidate unless the stockholder complies with the Advance Notice Provisions. Clear and unambiguous advance notice provisions, such as those found in the Bylaws, are a common fixture in modern bylaws.^1^ Indeed, Delaware Courts have enforced clear and unambiguous advance notice bylaws according to their terms using ordinary contractual principles.^2^ Article II, Section 2.2(b) of the Bylaws provides that the Advance Notice Provisions are the “exclusive means for a stockholder to make nominations…at an annual meeting of stockholders.”

Vinson & Elkins LLP Attorneys at Law	The Grace Building, 1114 Avenue of the Americas, 32nd Floor
Austin Dallas Dubai Houston London Los Angeles	New York, NY 10036-7708
New York Richmond San Francisco Tokyo Washington	Tel +1.214.220.7723 velaw.com

^1^^^SeeStrategic Inv. Opportunities LLC v. Lee Enterprises, Inc., CV 2021-1089-LWW, 2022 WL 453607, at *9 (Del. Ch. Feb. 14, 2022) (noting the “commonplace” nature of advance notice bylaws).

^2^See BlackRock Credit Allocation Income Tr. et al., v. Saba Capital Master Fund, Ltd., 224 A.3d 964 (Del. 2020).

The Notice does not constitute valid notice of nominations for the Annual Meeting because the Notice fails to satisfy the requirements set forth in the Advance Notice Provisions in a number of material ways, including (but not limited to) the failure to provide the information required under Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the other deficiencies outlined in Appendix A hereto. Further, pursuant to Article II, Section 2.2(d)(i)(D) of the Bylaws, “with respect to each [p]roposed Nominee for election or reelection to the Board of Directors,” a stockholder’s notice of nominations must “include a completed and signed questionnaire…” (emphasis added). The Questionnaires provided by the Purported Nominees fail to satisfy the requirements of the Advance Notice Bylaws in a number of material ways, including (but not limited to) the omission of information regarding entities over which the Purported Nominees may exert influence or control (including Hell or High Ranch Water LLC (“HOHRW LLC”)), and the failure to provide certain biographical information and the other deficiencies outlined in Appendix B hereto. The Driver Questionnaires state on the cover page that “each of the statements made in [the questionnaire] are true and correct in all respects.” Further, upon execution of the signature page of the Company Questionnaires, each Purported Nominee represented that the answers provided were “correctly and fully stated to the best of [the Purported Nominee’s] knowledge, information and belief after a reasonable investigation.” Despite the representations in the Questionnaires, the Purported Nominees failed to disclose material information that was known to them at the time of execution.

The Notice Materials completely neglect to mention any relationship at all between the Purported Nominees. Yet not only do the Purported Nominees enjoy a close personal relationship as self-proclaimed “best friends,”^3^ they also maintain a close professional relationship: Based on the Company’s own diligence, it appears that they own and control a limited liability company together and are co-hosts of a podcast. Failing to provide such information undermines the information-gathering purpose of submitting a questionnaire. The Notice summarily states that each of the Purported Nominees would qualify as an independent director within the meaning of applicable NASDAQ listing standards and Section 301 of the Sarbanes-Oxley Act of 2002, while acknowledging that the final independence determination rests within the judgment and discretion of the Board. But by omitting the existence of the Purported Nominees’ relationship entirely, the Notice Materials fails to provide the very information needed to evaluate their independence.

^3^^^“Episode 28 | The Reception”. Hell or High Ranch Water, Podcast audio, November 2021. https://open.spotify.com/episode/6NhBjkEl8B5d0DYIDprARK?si=KiRPp-pRQ5O2CJR7N4j8VQ. Hell or High Ranch Water is a podcast hosted by the Purported Nominees. The Purported Nominees released the first episode in December 2020 and have since released 37 additional episodes.

NASDAQ Listing Rule 5605(a)(2) defines an independent director as being “a person other than an Executive Officer or employee of the Company or any other individual havinga relationship which, in theopinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilitiesof a director [emphasis added].” Question 30 of the Company Questionnaires asks the Purported Nominees to note the name, nature of business and address of their “associates,” which is defined as including any entity of which the Purported Nominee is an officer, director or partner or of which the Purported Nominee is the beneficial owner of 10% or more of any class of equity security. Despite full knowledge of their role with HOHRW LLC, neither Purported Nominee listed in response to this question the limited liability company that they established together, HOHRW LLC.^4^ Similarly, in response to Question 19 of the Company Questionnaires, the Purported Nominees answered that they do not control any entities, either directly or indirectly, failing to disclose their ownership of HOHRW LLC. When asked in Question 35(m) of the Company Questionnaires to provide any additional information that would be relevant, appropriate, or helpful for the Board to consider when determining whether they qualify as “independent,” both of the Purported Nominees stated that there was no such additional information. Again, neither Purported Nominee mentioned their ownership of HOHRW LLC. Neither Purported Nominee disclosed that she co-hosts a podcast entitled “Hell or High Ranch Water” with the other Purported Nominee. Neither Purported Nominee disclosed that she considered the other Purported Nominee her “best friend” or that they regularly socialize with one another. By giving incomplete and misleading answers to questions contained in the Company Questionnaires and by omitting any disclosure about their close relationship from the Nomination Materials altogether, the Purported Nominees failed to include essential information required to complete the Company Questionnaire, and, by extension, the Notice in full. This failure was central to any determination regarding the Purported Nominees’ abilities to exercise independent judgment in carrying out their responsibilities as directors.

Pursuant to Article II, Section 2.2(e) of the Bylaws, the Company sent a letter, dated February 7, 2023, to Driver requesting additional information relevant to the Board’s determination of the Purported Nominees’ eligibility and offering to interview each of the Purported Nominees. In this request, the Company asked, among other things, for the Purported Nominees to confirm their preexisting relationship. The Company requested that Driver provide the requested information no later than the close of business on February 14, 2023. On February 7, 2023, Driver sent a letter to the Company stating that the Purported Nominees would only submit to interviews should there be a current vacancy on the Board and that Driver would review the requests for information and respond. On February 15, 2023, the Company received an email from Driver’s counsel acknowledging receipt of the Company’s letters and stating that responses were in process. As of the close of business on February 21, 2023, Driver has failed to provide the requested information.

For the reasons set forth herein and in the attached Appendices, the Notice, which was dated December 30, 2022, failed to satisfy the Bylaw requirements and is thus invalid. As set forth in Article II, Section 2.2(c), the deadline for delivering notice of intention to nominate candidates for election as directors at the Annual Meeting was January 29, 2023. The deadline for a timely and proper notice of intention to nominate candidates for election as directors at the Annual Meeting has passed. Therefore, Driver does not have the right to nominate any candidates for election as directors at the Annual Meeting.

^4^ HOHRW LLC is a Texas limited liability that was formed on December 15, 2020.

This letter is being sent on behalf of the Company, while expressly reserving, and without waiving, any and all rights and defenses that the Company may have with respect to this matter.

Very truly yours,
/s/ Matthew W. Moran
Matthew W. Moran

cc: Kelly Rentzel [*****]

Appendix A

Deficiencies in the Notice

1.	Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations<br>of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with<br>Regulation 14A under the [Exchange Act],” which includes Item 5(b)(1)(ii) of Schedule 14A. Item 5(b)(1)(ii) of Schedule<br>14A requires the disclosure of each Purported Nominee’s “present principal occupation or employment and the name, principal<br>business and address of any corporation or other organization in which such employment is carried on…” (emphasis added).<br>The Notice stated that the “principal occupation of Ms. Ball is serving as an investment partner at Hanover Technology Investment<br>Management [(‘Hanover Technology’)].” However, the Notice also provided that Ms. Ball is “an<br>Investment Partner for [Hanover Technology] […] and a Partner at Accelerated Advisory Group, LLC.” As a result of these numerous<br>inconsistent disclosures, Ms. Ball’s “present principal occupation” cannot be determined. Moreover, the Notice<br>provided the “principal business address” for Ms. Ball, but it failed to clarify or confirm that such address is also<br>the address of Hanover Technology, as required by Item 5(b)(1)(ii) of Schedule 14A. Further, the Notice stated that the “principal<br>occupation of Ms. Flores is serving as US Commercial Leader for Palantir Technologies Inc. [(‘Palantir’)].”<br>However, the Notice also provided that Ms. Flores is “a US Commercial Leader for [Palantir] […] and a Principal of CAZ<br>Investments LP.” As a result of these numerous inconsistent disclosures, Ms. Flores’ “present principal occupation”<br>cannot be determined. Also, while the Notice provided “the principal business address” for Ms. Flores, the Notice failed<br>to provide the address of Palantir or confirm whether its address is the same as the address provided for Ms. Flores, as required<br>by Item 5(b)(ii) of Schedule 14A.
2.	Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations<br>of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with<br>Regulation 14A under the Exchange Act,” which includes Item 7(b) of Schedule 14A. Item 7(b) of Schedule 14A requires the<br>disclosure of the information required by Item 404(a) of Regulation S-K. Item 404(a) of Regulation S-K requires the disclosure<br>of “any transaction, since the beginning of the registrant’s last fiscal year, or any currently proposed transaction, in which<br>the registrant was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or willhave a direct or indirect material interest” (emphasis added). The Notice provided that “no Nominee or any of her associateswas a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or<br>is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was<br>or is to be a party, in which the amount involved exceeds $120,000,”<br>but failed to provide such disclosure for transactions “in which any related person had or will have a direct or indirect material<br>interest” (emphasis added). Further, when applied to a nominee for director, the related persons include such nominee for director<br>and his or her immediate family members, as such term is defined in Item 404(a) of Regulation S-K. The Notice failed to provide such<br>disclosure for any immediate family members of the Purported Nominees.
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Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the [Exchange Act],” which includes Item 5(b)(1)(ii) of Schedule 14A. Item 5(b)(1)(ii) of Schedule 14A requires the disclosure of each Purported Nominee’s “present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on…” (emphasis added). The Notice stated that the “principal occupation of Ms. Ball is serving as an investment partner at Hanover Technology Investment Management [(‘Hanover Technology’)].” However, the Notice also provided that Ms. Ball is “an Investment Partner for [Hanover Technology] […] and a Partner at Accelerated Advisory Group, LLC.” As a result of these numerous inconsistent disclosures, Ms. Ball’s “present principal occupation” cannot be determined. Moreover, the Notice provided the “principal business address” for Ms. Ball, but it failed to clarify or confirm that such address is also the address of Hanover Technology, as required by Item 5(b)(1)(ii) of Schedule 14A. Further, the Notice stated that the “principal occupation of Ms. Flores is serving as US Commercial Leader for Palantir Technologies Inc. [(‘Palantir’)].” However, the Notice also provided that Ms. Flores is “a US Commercial Leader for [Palantir] […] and a Principal of CAZ Investments LP.” As a result of these numerous inconsistent disclosures, Ms. Flores’ “present principal occupation” cannot be determined. Also, while the Notice provided “the principal business address” for Ms. Flores, the Notice failed to provide the address of Palantir or confirm whether its address is the same as the address provided for Ms. Flores, as required by Item 5(b)(ii) of Schedule 14A.

Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act,” which includes Item 7(b) of Schedule 14A. Item 7(b) of Schedule 14A requires the disclosure of the information required by Item 404(a) of Regulation S-K. Item 404(a) of Regulation S-K requires the disclosure of “any transaction, since the beginning of the registrant’s last fiscal year, or any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000*, and in which any related person had or willhave a direct or indirect material interest*” (emphasis added). The Notice provided that “no Nominee or any of her associateswas a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000,” but failed to provide such disclosure for transactions “in which any related person had or will have a direct or indirect material interest” (emphasis added). Further, when applied to a nominee for director, the related persons include such nominee for director and his or her immediate family members, as such term is defined in Item 404(a) of Regulation S-K. The Notice failed to provide such disclosure for any immediate family members of the Purported Nominees.

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3.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 5(b)(1)(xi) of Schedule 14A. Item 5(b)(1)(xi) requires<br>that a stockholder notice of nominations “[f]urnish for [each] participant and [the] associates of [each] participant the information<br>required by Item 404(a) of Regulation S-K.” As discussed above, Item 404(a) of Regulation S-K requires the disclosure<br>of certain transactions. The Notice provided that “no Participant or any of his, her or its associates was a party to any transaction,<br>or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed<br>transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the<br>amount involved exceeds $120,000,” but failed to provide such disclosure for transactions “in which any related person had<br>or will have a direct or indirect material interest.” Further, when applied to a nominee for director, the related persons include<br>such nominee for director and his or her immediate family members, as such term is defined in Item 404(a) of Regulation S-K. Again,<br>the Notice failed to provide such disclosure for any immediate family members of the Purported Nominees.
4.	Pursuant to Article II, Section 2.2(d)(i)(A) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “all information relating to such [p]roposed Nominee that is required to be disclosed in solicitations<br>of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with<br>Regulation 14A under the Exchange Act,” which includes Item 8 of Schedule 14A. Item 8 of Schedule 14A requires, with respect to<br>the Purported Nominees and their associates, the disclosure of the information required by Item 402 of Regulation S-K (Executive Compensation).<br>The Notice failed to provide this required disclosure or confirm that the Purported Nominees and their associates have no such information<br>to provide.
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5.	Pursuant to Article II, Section 2.2(d)(iii)(2)(C) of the Bylaws, a stockholder notice of<br>nominations is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on<br>whose behalf the nomination is made […] any proxy, contract, arrangement, understanding (written or oral), or any relationship,<br>pursuant to which [either the Nominating Stockholder or the beneficial owner, if any, on whose behalf the nomination is made] has a right<br>to vote, directly or indirectly, any shares of capital stock or any other security of the [Company].” The Notice disclosed that Driver Management<br>and Mr. Cooper owned “289,000 shares of [the Company’s common stock, par value $0.001 (the “Common Stock”)]<br>(consisting of the 76,000 shares of Common Stock owned directly by [the Nominating Stockholder] and the 213,000 shares of Common Stock<br>held in certain separately managed accounts.)” The Notice failed to provide whether, by virtue of such beneficial ownership, Driver<br>Management and Mr. Cooper have any power to vote such shares.
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A-2

6.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(2) of Schedule 14A. Item 4(b)(2) of Schedule<br>14A requires that “[i]f regular employees of the registrant or any other participant in a solicitation have been or are to be employed<br>to solicit security holders,” a stockholder notice of nominations must “describe the class or classes of employees to be so<br>employed, and the manner and nature of their employment for such purpose.” Mr. Cooper is the managing member of the general<br>partner of the Nominating Stockholder. The Notice failed to state whether Mr. Cooper, as an employee of the Nominating Stockholder,<br>or any other employees of the Nominating Stockholder will be employed to solicit stockholders, and if so, to describe their class or classes<br>and the manner and nature of their employment for such purpose.
7.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(3) of Schedule 14A. Item 4(b)(3) of Schedule<br>14A requires that “[i]f specially engaged employees, representatives or other persons have been or are to be employed to solicit<br>security holders,” a stockholder notice of nominations must “state (i) the material features of any contract or arrangement<br>for such solicitation and the identity of the parties, (ii) the cost or anticipated cost thereof and (iii) the approximatenumber of such employees or any other person (naming such other person) who will solicit security holders” (emphasis added).<br>The Notice provided that “[t]he Nominating Stockholder expects to retain a proxy solicitor for solicitation and advisory services<br>in connection with its anticipated solicitation of proxies for the Annual Meeting. The costs for such proxy solicitor and the number of<br>people to be employed by such proxy solicitor to solicit proxies for the Annual Meeting is presently unknown” (emphasis added).<br>Even if the precise cost was “presently unknown,” Item 4(b)(3) of Schedule 14A requires disclosure of the “anticipatedcost” of this figure (emphasis added). Further, even if the number of people to be employed was “presently unknown,” Item 4(b)(3) of<br>Schedule 14A requires disclosure of the “approximate number” of employees (emphasis added).
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Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(3) of Schedule 14A. Item 4(b)(3) of Schedule 14A requires that “[i]f specially engaged employees, representatives or other persons have been or are to be employed to solicit security holders,” a stockholder notice of nominations must “state (i) the material features of any contract or arrangement for such solicitation and the identity of the parties, (ii) the cost or anticipated cost thereof and (iii) the approximatenumber of such employees or any other person (naming such other person) who will solicit security holders” (emphasis added). The Notice provided that “[t]he Nominating Stockholder expects to retain a proxy solicitor for solicitation and advisory services in connection with its anticipated solicitation of proxies for the Annual Meeting. The costs for such proxy solicitor and the number of people to be employed by such proxy solicitor to solicit proxies for the Annual Meeting is presently unknown” (emphasis added). Even if the precise cost was “presently unknown,” Item 4(b)(3) of Schedule 14A requires disclosure of the “anticipatedcost” of this figure (emphasis added). Further, even if the number of people to be employed was “presently unknown,” Item 4(b)(3) of Schedule 14A requires disclosure of the “approximate number” of employees (emphasis added).

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8.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(4) of Schedule 14A. Item 4(b)(4) of Schedule<br>14A requires that a stockholder notice of nominations “[s]tate the total amount estimated to be spent and the total expenditures<br>to date for, in furtherance of, or in connection with the solicitation of security holders” (emphasis added). The Notice<br>provided “the manner in which the anticipated solicitation will be undertaken [and] information regarding the costs associated therewith<br>[…] is presently unknown” (emphasis added). Item 4(b)(4) of Schedule 14A requires a stockholder notice of nominations<br>to provide “the total amount estimated to be spent” (emphasis added). Even if the precise total amount is “presently<br>unknown,” Item 4(b)(4) of Schedule 14A requires an estimate of this figure. In addition, the Notice failed to provide<br>the total expenditures to date. The Notice stated that “the Nominating Stockholder has not undertaken any activities to date in<br>furtherance of, or in connection with, its anticipated solicitation of proxies for the Annual Meeting, [and] it has not incurred any expenses<br>to date in furtherance of, or in connection with, any solicitation of proxies for the Annual Meeting.” However, the preparation<br>and submission of the Notice was “in furtherance of, or in connection with” the Nominating Stockholder’s anticipated<br>solicitation of proxies for the Annual Meeting and accordingly, any costs associated with such preparation and submission were required<br>to be disclosed in the Notice.
9.	Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations<br>is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf<br>the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any,<br>on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made<br>in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election<br>pursuant to Section 14 of the Exchange Act,” which includes Item 5(b)(1)(viii) of Schedule 14A. Item 5(b)(1)(viii) of<br>Schedule 14A requires a stockholder notice of nominations to state “whether or not the participant is, or was within the past year,<br>a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant.” If so,<br>a stockholder notice of nominations must “name the parties to such contracts, arrangements or understandings and give the details<br>thereof.” Driver Management and Mr. Cooper “beneficially own 213,000 shares of Common Stock held in [certain separately<br>managed accounts].” The Notice failed to provide any details about the arrangement under which Driver Management’s and Mr. Cooper’s<br>investment in these shares of Common Stock is managed.
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Pursuant to Article II, Section 2.2(d)(iii)(3) of the Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the notice and the beneficial owner, if any, on whose behalf the nomination is made […] any other information relating to each [of the Nominating Stockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(4) of Schedule 14A. Item 4(b)(4) of Schedule 14A requires that a stockholder notice of nominations “[s]tate the total amount estimated to be spent and the total expenditures to date for, in furtherance of, or in connection with the solicitation of security holders” (emphasis added). The Notice provided “the manner in which the anticipated solicitation will be undertaken [and] information regarding the costs associated therewith […] is presently unknown” (emphasis added). Item 4(b)(4) of Schedule 14A requires a stockholder notice of nominations to provide “the total amount estimated to be spent” (emphasis added). Even if the precise total amount is “presently unknown,” Item 4(b)(4) of Schedule 14A requires an estimate of this figure. In addition, the Notice failed to provide the total expenditures to date. The Notice stated that “the Nominating Stockholder has not undertaken any activities to date in furtherance of, or in connection with, its anticipated solicitation of proxies for the Annual Meeting, [and] it has not incurred any expenses to date in furtherance of, or in connection with, any solicitation of proxies for the Annual Meeting.” However, the preparation and submission of the Notice was “in furtherance of, or in connection with” the Nominating Stockholder’s anticipated solicitation of proxies for the Annual Meeting and accordingly, any costs associated with such preparation and submission were required to be disclosed in the Notice.

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10.

A-5

Appendix B

Deficiencies in the Purported Nominees’ Questionnaires

1.	The Company Questionnaire submitted for Ms. Ball was deficient in a number of ways, including the<br>following:
a.	The Notice provided a “business address” for Ms. Ball in accordance with Item 5(b)(1)(i) of<br>Schedule 14A. Question #1(d) requires the Purported Nominee’s business address and home address. In Ms. Ball’s response,<br>she provided an identical business address and home address. Such provided address is also identical to the business address provided<br>in the Notice. The provided business address appears to be a residential address. Moreover, it does not match the public address of Hanover<br>Technology, which the Notice stated is her “principal occupation.”
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b.	Question #4 requires a description of the “nature of your responsibilities.” Ms. Ball<br>incorporated her biographical information set forth in the Notice, but such biographical information did not describe the “nature<br>of [her] responsibilities.”
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c.	Question #4 requires the Purported Nominee to “set forth … any particular area of your<br> professional or academic background that would be relevant for the Nominating and Corporate Governance Committee to consider.”<br> The Purported Nominee should provide “information that is material to [their] qualification to serve as a director of the<br> Company.” During our diligence and efforts to gather information on Ms. Ball, we became aware that Ms. Ball cohosts<br> a podcast entitled “Hell or High Ranch Water” along with Ms. Flores. Such information is “relevant [to] the<br> Nominating and Corporate Governance Committee […] [and]<br> [material] to [their] qualification to serve as [directors] of the Company” and was not disclosed.
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d.	Question #5 requires each Purported Nominee to list directorship information. Ms. Ball provided that<br>she was a Board Member of the Lincoln Network, Inc. from January 2021 to present. Such position was not otherwise set forth<br>in the Notice Materials.
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e.	Question #19 requires the Purported Nominee to provide information regarding any entities that the Purported<br>Nominee controls, either directly or indirectly. Ms. Ball provided that “[a]s partner, [she] directly controls Accelerated<br>Advisory Group, LLC.” However, it also appears that Ms. Ball controls Hanover Technology, an entity in which she is one of<br>only two “Investment Partners.” Further, Ms. Ball may exert influence or control over HOHRW LLC.
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f.	Question #20 requires the Purported Nominee to disclose entities that the Purported Nominee can “exert<br>significant influence, either directly or indirectly […] to the extent that the entity may be prevented from fully pursuing its<br>own separate interests with regard to any transaction with the Company and its affiliates.” Ms. Ball provided that there are<br>no such entities. However, this appears inconsistent with Ms. Ball’s answer to Question #19, which stated that she controls<br>Accelerated Advisory Group, LLC. Additionally, as one of only two Investment Partners, it appears that Ms. Ball also has the ability<br>to exert significant influence over Hanover Technology. Further,<br>Ms. Ball may exert influence or control over HOHRW LLC.
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B-1

g.	We understand that Ms. Ball and Ms. Flores run a podcast called Hell or High Ranch Water. Such<br>information was not disclosed in the Company Questionnaire, the Driver Questionnaire or anywhere else in the Notice Materials.
h.	Question #21 requires the disclosure of “any entities, other than those already listed in [the Purported<br>Nominee’s] responses to other questions in the Company Questionnaire, with which [the Purported Nominee] serve[s] as a member of<br>the board of directors or [has] any other employment relationship, even if the directorship and/or employment relationship does not result<br>in [the Purported Nominee’s] ability to exert control or significant influence over the entity ….” Information about<br>Ms. Ball’s employment or involvement with Hell or High Ranch Water LLC was not disclosed in the Company Questionnaire, the<br>Driver Questionnaire or anywhere else in the Notice Materials.
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i.	Question #35(m) requires the disclosure of “any additional information that would be relevant,<br>appropriate or helpful for the Company’s [Board] to consider when evaluating [the Purported Nominee’s] ability to exercise<br>independent judgment in carrying out the responsibilities of a director.” Ms. Ball’s omissions with respect to her relationship<br>with Ms. Flores are pertinent to the Board in its evaluation of her “ability to exercise independent judgment in carrying out<br>the responsibilities of a director.”
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2.	The Company Questionnaire submitted by Ms. Flores was deficient in a number of ways, including:
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a.	The Notice provided a “business address” for Ms. Flores in accordance with Item 5(b)(1)(i) of<br>Schedule 14A. Question #1(d) requires the Purported Nominee’s business address and home address. In Ms. Flores’<br>response, she provided identical business and home addresses. Such provided address is also identical to the business address listed in<br>the Notice and appears to be a residential address. Moreover, it does not match the public address of Palantir, which the Notice stated<br>is her “principal occupation.”
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b.	Question #4 requires Ms. Flores to “provide a detailed summary of [her] historical biographical<br>information.” “The biographical information must contain at a minimum the following information: (i) [her] business<br>experience during the past five (5) years […], identifying the name of [her] employer (or self-employed), the type of business<br>of the employer, the positions [she] held, the nature of [her] responsibilities, and whether your employer was an affiliate of<br>the Company.” As part of our diligence and efforts to determine Ms. Flores’ qualification to serve as a director of the<br>Company, the Company became aware of HOHRW LLC, of which Ms. Flores is the manager. Such information should have been included in<br>her response to Question #4, yet it was not disclosed in Company Questionnaire, the Driver Questionnaire or anywhere else in the Notice<br>Materials.
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c.	Question #4 requires a description of the “nature of your responsibilities.” Ms. Flores<br>incorporated her biographical information set forth in the Notice, but such biographical information did not include the “nature<br>of [her] responsibilities.”
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d.	Question #4 required the Purported Nominee<br>to “set forth … any particular area of your professional or academic background that would be relevant for the Nominating<br>and Corporate Governance Committee to consider.” The Purported Nominee should provide “information that is material to [their]<br>qualification to serve as a director of the Company.” During our diligence and efforts to gather information on Ms. Flores,<br>we became aware that Ms. Flores cohosts a podcast entitled “Hell or High Ranch Water” along with Ms. Ball. Such<br>information is “relevant [to] the Nominating and Corporate Governance Committee […] [and]<br>[material] to [their] qualification to serve as [directors] of the Company” and was not disclosed.
e.	Ms. Flores is a manager of HOHRW LLC. Such information was not disclosed in Company Questionnaire,<br>the Driver Questionnaire or anywhere else in the Notice Materials. Had it been properly disclosed, such an entity would qualify as an<br> “associate”^5^ of Ms. Flores. Question #30 required the disclosure in table form the “full name, form<br>(e.g., partnership, corporation, etc.), nature of business<br>done by, and principal place of business of each associate of [Ms. Flores] referred to in the answers in the Company Questionnaire<br>and [her] relationship with such associate(s), if applicable.”
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f.	Question #19 required the Purported Nominee to provide information regarding any entities that the Purported<br>Nominee controls, either directly or indirectly. As the manager of HOHRW LLC, Ms. Flores arguably directly or indirectly controls<br>the entity. If not, she at least has the ability to exert significant influence over the entity. However, such information was not disclosed<br>in Company Questionnaire, the Driver Questionnaire or anywhere else in the Notice Materials.
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g.	We understand that Ms. Flores owns a hunting business. Information regarding this business and the<br>entity or entities through which it is conducted was omitted from Company Questionnaire and the Driver Questionnaire and did not appear<br>anywhere else in the Notice Materials.
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h.	Question #21 requires the disclosure of “any entities, other than those already listed in [the Purported<br>Nominee’s] responses to other questions in the Company Questionnaire, with which [the Purported Nominee] serve[s] as a member of<br>the board of directors or [has] any other employment relationship, even if the directorship and/or employment relationship does not result<br>in [the Purported Nominee’s] ability to exert control or significant influence over the entity ….” Information about<br>Ms. Flores’s employment or involvement with HOHRW LLC and her hunting business was not disclosed in the Company Questionnaire,<br>the Driver Questionnaire or anywhere else in the Notice Materials.
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^5^^^As defined in the Company Questionnaire, “associate*”* includes: (i) any corporation or entity (other than the Company) of which you are an officer, director or partner or of which you are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (ii) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar capacity; (iii) your spouse; (iv) any relative of your spouse or any relative of yours who has the same home as you or who is a director or officer or key executive of the Company; and (v) any partner, syndicate member or person with whom you have agreed to act in concert with respect to the acquisition, holding, voting or disposition of shares of the Company’s securities.

B-3

Question #35(m) requires the disclosure of “any additional information that would be relevant, appropriate or helpful for the Company’s [Board] to consider when evaluating [the Purported Nominee’s] ability to exercise independent judgment in carrying out the responsibilities of a director.” Ms. Flores’ omissions with respect to her relationship with Ms. Ball are pertinent to the Board in its evaluation of her “ability to exercise independent judgment in carrying out the responsibilities of a director.”

B-4

Exhibit 99.5

DRIVER OPPORTUNITY PARTNERS I LP

c/o Driver Management Company LLC

1903 San Pedro Avenue, Suite 102

San Antonio, Texas 78212

February 22, 2023

VIA ELECTRONIC MAIL AND OVERNIGHT MAIL
First Foundation Inc.
200 Crescent Court, Suite 1400
Dallas, Texas 75201
Attn:	Catharine Kelly Rentzel
	Executive Vice President, General Counsel<br> and Corporate Secretary
****	Re:	Recent Company Communications

Dear Ms. Rentzel:

As this letter was being prepared, counsel to Driver (as defined below) received a letter, dated February 22, 2023, from Mark Moran of Vinson & Elkins claiming that the Nomination Notice (as defined below) is invalid. Driver does not believe that FFWM (as defined below) has any reasonable basis on which to make this claim and fully intends to take such action as it deems necessary to protect the right of all FFWM stockholders to elect directors of their choosing. Driver believes that any attempt to invalidate the Nomination Notice or prevent the nomination of Allison Ball for election to the Board (as defined below) at the Annual Meeting (as defined below) is clear proof that the Board is hopelessly entrenched and fears being held accountable for the decisions and lack of oversight that led to a 42% decline in the price of FFWM’s common stock during 2022.

In light of FFWM’s ongoing harassment of Lila Flores’s husband, Chad Flores, and in order to eliminate any concerns regarding her friendship with Ms. Ball, Ms. Flores has requested that Driver withdraw its nomination of Ms. Flores for election to the Board at the Annual Meeting. Driver does not believe that Ms. Flores’s friendship with Ms. Ball could give rise to any reasonable concern regarding either Ms. Flores’ or Ms. Ball’s ability to serve on the Board or their independence but has acceded to Ms. Flores’ request and hereby withdraws the Nomination Notice to the extent it pertains to Ms. Flores’ nomination. As a result, no response is given to any alleged deficiencies in the Company Letters (as defined below) with respect to Ms. Flores.

*	*	*

Driver Opportunity Partners I LP (“Driver” or the “Nominating Stockholder”) is in receipt of the letters from First Foundation Inc. (the “Company”), dated February 6, 2023 (the “February 6 Letter”) and dated February 7, 2023 (the “February 7 Letter”; and, together with the February 6 Letter, the “Company Letters”), regarding Driver’s notice dated December 30, 2022 (the “Nomination Notice”), with respect to the nomination of Allison Ball as a nominee (the “Nominee”) for election to the Company’s Board of Directors (the “Board”) at the 2023 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

February 22, 2023

Page 2

Driver believes the Nomination Notice does not contain any deficiencies that need to be remedied and that it is already in compliance with the requirements of the Company’s Bylaws (the “Bylaws”). Before addressing any of the alleged deficiencies complained of in the Company Letters, a review of the purpose of advance notice bylaws may be instructive in order to place the alleged deficiencies in the proper context. It is settled Delaware law that advance notice bylaws “are designed and function to permit orderly meetings and election contests and to provide fair warning to the corporation so that it may have sufficient time to respond to shareholder nominations.”^1^

Driver delivered the Nomination Notice on December 30, 2022, the first day that the “nomination window”—the period of time during which FFWM stockholders could nominate candidates for election as directors at the Annual Meeting—was open. Driver does not believe that any reasonable person could dispute that FFWM has been provided “fair warning” and given “sufficient time to respond” to the Nomination Notice. Additionally, it is entirely unclear what, if any, relationship exists between any of the alleged deficiencies and an “orderly” Annual Meeting.

Unfortunately, some Delaware Court of Chancery opinions have, very incorrectly, in Driver’s view, expanded the purpose of advance notice bylaws to include “an informational requirement that serves an important disclosure function, allowing boards of directors to knowledgably make recommendations about nominees and ensuring that stockholders cast well-informed votes.”^2^ It appears that the alleged deficiencies may be based upon what Driver believes are entirely spurious purposes based on a number of erroneous assumptions.

To begin with, there is no requirement under Delaware law that a board of directors shall make any recommendation with respect to the election of directors by stockholders.^3^ This is not surprising given the general proposition that, in a Delaware corporation, directors are agents of stockholders and “the fundamental governance right possessed by shareholders is the ability to vote for the directors the shareholder wants to oversee the firm.”^4^ Indeed, courts have repeatedly repudiated the “notion that directors know better than the stockholders about who should be on the board.”^5^Moreover, current Chancellor McCormick has repeatedly pointed out that “even a board’s honest belief that its incumbency protects and advances the best interests of the stockholders… typically amounts to an unintentional violation of the fiduciary duty of loyalty.”^6^ While Delaware permits incumbent boards to utilize corporate resources to “inform the stockholders of the considerations which the directors deem sufficient to support the wisdom of the policy advocated by them,” informing is clearly not the same as making recommendations on how stockholders should cast their votes in a contested director election, which seems the near cousin of substituting their judgment for that of stockholders as to who should be on the board.^7^

^1^ Openwave Sys. Inc. v. Harbinger Capital Partners MasterFund I, Ltd., 924 A.2d 228, 239 (Del. Ch. 2007).

^2^ *Strategic Inv. Opportunities LLC v. Lee Enters., Inc.,*C.A. No. 2021-1089-LWW (Del. Ch. Feb. 14, 2022).

^3^ Unlike the procedure for a merger involving a Delaware corporation, which requires that the board of directors “adopt a resolution approving an agreement of merger or consolidation and declaring its advisability,” contained in Delaware General Corporate Law (“DGCL”) § 251(b), Delaware law neither imposes a duty nor contemplates that directors make any recommendation with respect to the election of directors.

^4^ See, Blaisus Indus., Inc.v. Atlas Corp., 564 A.2d 651, 663 (Del. Ch. 1988)(noting that “a decision by the board to act for the primary purpose of preventing the effectiveness of a shareholder vote inevitably involves the question who, as between the principal and the agent, has authority with respect to a matter of internal corporate governance.”) [emphasis added]; EMAK Worldwide, Inc. v. Kurtz, 50 A.3d 429, 433 (Del. 2012)(holding that without the right to elect directors “a shareholder would more closely resemble a creditor than an owner.”).

^5^ See, Pell v. Kill, 135 A.2d 764, 790 (Del. Ch. 2016) (noting “the belief that directors know better than stockholders is not a legitimate justification when the question involves who should serve on the board of a Delaware Corporation"); Esopus Creek Value LP v. Hauf, 913 A.2d 593, 603 (Del. Ch. 206) (holding that “even a board’s honest belief that its incumbency protects and advances the best interests of stockholders is not a compelling justification. Instead, such action typically amounts to an unintentional violation of the duty of loyalty.”

^6^ See, e.g., Coster v. UIP Cos., C.A. No. 2018-0440-KSJM, (Del. Ch. 2022); Totta v. CCSB Fin. Corp. C.A. No. 2021-0173-KSJM (Del. Ch. 2022)

^7^ See, Hall v.Trans-Lux Daylight Picture Screen Corp., 171 A. 226, 227 (Del. Ch. 1934)

February 22, 2023

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Since there is no requirement that a board of directors make recommendations regarding individuals nominated by a stockholder for election to directors, there is clearly no need for advance notice bylaws to serve any “informational requirement” beyond what is necessary to provide a board of directors with “fair warning” and “to permit [an] orderly meeting.” It is unclear where the specious notion that advance bylaws serve an “important disclosure function” originated, though Rosenbam v.CytoDyn, Inc. may be the culprit.^8^ In CytoDyn, a classic example of bad facts making bad law, then Vice-Chancellor Slights (who has since left the Delaware Court of Chancery) was confronted with a fact pattern whereby a nominee intentionally sought to hide information—information that was, in any event already known to the board of directors— that might lead to the conclusion that the nominee, if elected, would seek to cause CytoDyn to merge with another corporation, the result of which would create benefits for the nominee that would not be shared by all other CytoDyn stockholders. Former Vice Chancellor Slights opined that the nominee’s notice of nomination was deficient because the information omitted would likely have been material to stockholders in deciding how to cast their vote. Overlooked by this misguided analysis, however, are the related facts that notices of nomination are rarely made public and stockholders, at least of public companies, have the benefit of information contained in proxy statements and other solicitation materials filed with the Securities and Exchange Commission (the “SEC”) on which to form their voting decisions. Obviously, if the board of directors in CytoDyn considered the information omitted from the nominee’s notice of nomination material to a stockholder’s voting decision, they could have included that information, which they already possessed, in their own proxy statement or, if such information was not included in the nominee’s proxy statement, brought an action pursuant to Exchange Act Rule 14a-9 (“Rule 14a-9”).

All of this leads to another point, which is that, despite the fact that it has become commonplace to require that a nominee and/or nominating stockholder include all information (the “Proxy Information”) that would be required to be included in a proxy statement pursuant to Section 14 of the Exchange Act and the rules promulgated thereunder (the “Proxy Rules”), frequency neither confers nor presupposes legitimacy. As far as Driver is concerned, the only purpose of such a requirement is to provide a faithless and disloyal board of directors with the opportunity to either (i) cause a stockholder, as FFWM has done with the picayune “deficiencies” complained of, to spend time and resources providing information that is entirely immaterial to any legitimate purpose served by advance notice bylaws or (ii) use the information provided by the nominee and/or nominating stockholder to play “gotcha” by inundating the staff of the SEC with so-called “bedbug letters.”

To state the obvious, the Proxy Information is required by law to be disclosed to all stockholders prior to any solicitation of proxies and, in the event a board of directors believes that a nominating stockholder has failed to disclose any Proxy Information, the Proxy Rules provide a clear remedy, i.e., a claim that the nominating stockholder has violated Rule 14a-9. Of course, however, the prohibitions contained in Rule 14a-9 extend only to information that is material (with the materiality in litigation based on Rule 14a-9 to be determined by an impartial trier of fact) whereas Driver believes that any reasonable FFWM stockholder would be hard pressed to find any of the information supplied below in response to any alleged “deficiency” to be material to their voting decision.

Two additional points are worth noting. First, given the facts and circumstances in the instant situation, there is no question that the Company Questionnaire (as defined below) was not prepared on the proverbial “clear day” and the appropriateness of the Company Questionnaire will be scrutinized accordingly.

Second, it is a little hard to square the Board’s martinet-like demands for adherence with the advance notice provisions of the Bylaws when it allowed Christopher Naghibi, the chief credit officer of FFWM’s banking subsidiary to serve as a director (or “management official”) of both Friendly Hills Bancorp and Friendly Hills Bank, both “depository institutions” with offices in the same “community” as FFWM, from December 22, 2021 until September 6, 2022 in apparent violation of the Depository Institution Management Interlocks Act (12 USC §§ 3201 et eq.) and the Board of Governors of the Federal Reserve System’s related Interlocks Rule (12 CFR 212; 238.91-.99).

^8^ C.A. No. 2021-0728-JRS.

February 22, 2023

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Notwithstanding the foregoing and without conceding or admitting that there is any merit to the purported deficiencies with respect to the information disclosed in the Nomination Notice, Driver hereby provides the following information on a voluntary basis in response to the Company Letters solely in the hopes of concluding this farcical exercise.

Driver believes that the Board has entirely failed in its duty to manage FFWM and the 42% decline in the price of FFWM’s common stock during 2022 is clear evidence of the adverse impact of that failure on stockholder value. To the extent the Board disagrees with Driver, they can and should make their case to FFWM stockholders and allow FFWM stockholder to determine who should be on the Board rather than wasting time in a vain attempt to preclude a contested election, which is clearly the point of the Company Letters (absent any compelling rationale as to why the information provided in response to the alleged deficiencies is at all relevant or vital).

Further, we hereby demand the Company provide a representation that (i) each of the current directors of the Board has completed the same Company Questionnaire, without edits or amendments, (the “Company Questionnaire”) that was provided for the Nominee’s completion, (ii) each of the current directors on the Board has provided the same level of disclosure that is being requested of the Nominee, as per the Bylaws, and (iii) comparable information requested in the Company Letters and in the Company Questionnaire was requested and received by the Board’s Nominating and Corporate Governance Committee (the “Nominating Committee”) of each individual that the Nominating Committee has nominated for election as a director to the Board.

All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Nomination Notice.

Please see below for responses to the purported deficiencies set forth in the February 6 Letter:

Purported Deficiency #1:

Pursuant to Article II, Section 2.2(d)(i)(A) ofthe Bylaws, a stockholder notice of nominations is required to set forth “all information relating to such [p]roposed Nominee thatis required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required ,in each case pursuant to and in accordance with Regulation 14A under the [Securities Exchange Act of 1934, as amended (the ‘ExchangeAct’)],” which includes Item S(b)(l )(ii) of Schedule 14A. Item 5(b)(l)(ii) of Schedule 14 A requires the disclosureof each Nominee’s “present principal occupation or employment and the name, principal business and address of any corporationor other organization in which such employment is carried on...” (emphasis added). The Nomination Notice stated that the principaloccupation of Ms. Ball is serving as an investment partner at Hanover Technology Investment Management [(‘Hanover Technology’)].”However, the Nomination Notice also provided that Ms. Ball is “an Investment Partner for [Hanover Technology] [...] and aPartner at Accelerated Advisory Group, LLC.” As a result of these numerous inconsistent disclosures, Ms. Ball’s “presentprincipal occupation” cannot be determined. Moreover, the Nomination Notice provided the “principal business address’’for Ms. Ball, but it failed to clarify or confirm that such address is also the address of Hanover Technology, as required by Item5(b)(l)(ii) of Schedule 14A. Further, the Nomination Notice stated that the “principal occupation of Ms. Flores is servingas US Commercial Leader for Palantir Technologies Inc. [(‘Palantir’)].” However, the Nomination Notice alsoprovided that Ms. Flores is “a US Commercial Leader for [Palantir] [...] and a Principal of CAZ Investments LP.” Asa result of these numerous inconsistent disclosures, Ms. Flores’ “present principal occupation” cannot be determined.Also, while the Nomination Notice provided “the principal business address” for Ms. Flores, the Nomination Notice failedto provide the address of Palantir or confirm whether its address is the same as the address provided for Ms. Flores, as requiredby Item 5(b)(ii) of Schedule 14A.

February 22, 2023

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We confirm that Ms. Ball’s principal occupation is serving as an Investment Partner at Hanover Technology, as Ms. Ball dedicates the majority of her time to this position. Serving as Partner at Accelerated Advisory, LLC (“Accelerated Advisory”) is not her principal occupation. The principal business address of Ms. Ball is c/o Hanover Technology Investment Management, LLC, 3242 Bryn Mawr Drive, Dallas, Texas 75225. Driver notes that, like many individuals, particularly subsequent to the lockdowns imposed as a result of COVID 19, Ms. Ball works from home, therefore her home address, the address at which she principally works, is her “principal business address.”

We request that the Company indicate how such requested information is necessary to “permit orderly meetings and election contests and to provide fair warning to the corporation so that it may have sufficient time to respond to shareholder nominations.” See, OpenwaveSystems Inc. v. Harbinger Capital Partners Master Fund I Ltd., 924. A. 2d 228,239 (Del. Ch. 2007).

Purported Deficiency #2:

Pursuant to Article II, Section 2.2(d)(i)(A) ofthe Bylaws, a stockholder notice of nominations is required to set forth “all information relating to such [p]roposed Nominee thatis required to be disclosed in solicitations of proxies for election of directors in a contested election, or is otherwise required,in each case pursuant to and in accordance with Regulation 14A under the Exchange Act,” which includes Item 7(b) of Schedule14A. Item 7(b) of Schedule 14A requires the disclosure of the information required by Item 404(a) of Regulation S-K. Item 404(a) ofRegulation S-K requires the disclosure of “any transaction, since the beginning of the registrant’s last fiscal year, orany currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000, andin which any related person had or will have a direct or indirect material interest” (emphasis added). The Nomination Notice providedthat “no Nominee or any of her associates was a party to any transaction, or series of similar transactions, since the beginningof the Company’s last fiscal year , or is a party to any currently proposed transaction, or series of similar transactions, towhich the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 ,” but failedto provide such disclosure for transactions “ in which any related person had or will have a direct or indirect material interest”(emphasis added). Further, when applied to a nominee for director, the related persons include such nominee for director and his or herimmediate family members, as such term is defined in Item 404(a) of Regulation S-K. The Nomination Notice failed to provide suchdisclosure for any immediate family members of the Nominees.

Except as otherwise set forth in the Nomination Notice (including the Exhibits thereto), no Nominee or any of her associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000.

Except as otherwise set forth in the Nomination Notice (including the Exhibits thereto), there are no other direct or indirect material interests in any material contracts or agreements between or among the Nominating Stockholder, on the one hand, and each Nominee or her respective associates or immediate family members or any other participants in such solicitation, on the other hand, including, any transactions that would be required to be disclosed pursuant to Item 404 under Regulation S-K if the Nominating Stockholder were the “registrant” for purposes of such rule and each Nominee were a director or executive officer of such registrant.

February 22, 2023

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Purported Deficiency #3:

Pursuant to Article II, Section 2.2(d)(iii)(3) ofthe Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the noticeand the beneficial owner, if any, on whose behalf the nomination is made[...] any other information relating to each [of the NominatingStockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or forthe election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 5(b)(1)(xi) ofSchedule 14A. Item 5(b)(1)(xi) requires that a stockholder notice of nominations “[f]urnish for [each] participant and [the]associates of [each] participant the information required by Item 404(a) of Regulation S-K.” As discussed above, Item404(a) of Regulation S-K requires the disclosure of certain transactions. The Nomination Notice provided that “no Participantor any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’slast fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or anyof its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000,” but failed to provide such disclosurefor transactions “ in which any related person had or will have a direct or indirect material interest.” Further, when appliedto a nominee for director, the related persons include such nominee for director and his or her immediate family members, as such termis defined in Item 404(a) of Regulation S-K. Again, the Nomination Notice failed to provide such disclosure for any immediate familymembers of the Nominees.

Except as otherwise set forth in the Nomination Notice (including the Exhibits thereto), no Participant or any of his, her or its associates or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000.

February 22, 2023

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Purported Deficiency #4:

The Nominee and none any of her associates have received any fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, changes in pension value or nonqualified deferred compensation earnings or any other compensation from the Company during the Company’s last completed fiscal year, or was subject to any other compensation arrangement described in Item 402 of Regulation S-K.

Purported Deficiency #5:

Pursuant to Article II, Section 2.2(d)(iii)(2)(C) ofthe Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the noticeand the beneficial owner, if any, on whose behalf the nomination is made [...] any proxy, contract, arrangement, understanding (writtenor oral) , or any relationship, pursuant to which [either the Nominating Stockholder or the beneficial owner, if any, on whose behalfthe nomination is made] has a right to vote, directly or indirectly, any shares of capital stock or any other security of the [Company].”The Nomination Notice disclosed that Driver Management Company LLC (“Driver Management”) and J. Abbott R. Cooper owned “289,00 shares of Common Stock (consisting of the 76,000 shares of Common Stock owned directly by [the Nominating Stockholder]and the 213,000 shares of Common Stock held in certain separately managed accounts.” The Nomination Notice failed to provide whether,by virtue of such beneficial ownership, Driver Management and Mr. Cooper have any power to vote such shares.

The Nominating Stockholder has shared voting and dispositive power with respect to the shares of Common Stock it directly beneficially owns.

As the general partner of the Nominating Stockholder, Driver Management has shared voting power and dispositive power with respect to the shares of Common Stock beneficially owned by the Nominating Stockholder.

As the investment manager to certain separately managed accounts (the “SMAs”), Driver Management has sole voting and dispositive power with respect to the shares of Common Stock held in the SMAs.

As the managing member of Driver Management, Mr. Cooper has shared voting power and dispositive power with respect to the shares of Common Stock beneficially owned by the Nominating Stockholder.

February 22, 2023

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Purported Deficiency #6:

Mr. Cooper is not an employee of the Nominating Stockholder and no employees of the Nominating Stockholder will be employed to solicit stockholders of the Company. Furthermore, no Participants will be employed to solicit stockholders of the Company.

Since the submission of the Nomination Notice, the Nominating Stockholder has retained Saratoga Proxy Consulting LLC (“Saratoga”) as its proxy solicitor for solicitation and advisory services in connection with its anticipated solicitation of proxies for the Annual Meeting.

Purported Deficiency #7:

Pursuant to Article II, Section 2.2(d)(iii)(3) ofthe Bylaws, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the noticeand the beneficial owner, if any, on whose behalf the nomination is made [...] any other information relating to each [of the NominatingStockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or forthe election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(3) ofSchedule 14A. Item 4(b)(3) of Schedule 14A requires that “[i]f specially engaged employees, representatives or other personshave been or are to be employed to solicit security holders,” a stockholder notice of nomination s must “state (i) thematerial features of any contract or arrangement for such solicitation and the identity of the parties, (ii) the cost or anticipatedcost thereof and (iii) the approximate number of such employees or any other person (naming such other person) who will solicitsecurity holders” (emphasis added). The Nomination Notice provided that “[t]he Nominating Stockholder expects to retain aproxy solicitor for solicitation and advisory services in connection with its anticipated solicitation of proxies for the Annual Meeting.The costs for such proxy solicitor and the number of people to be employed by such proxy solicitor to solicit proxies for the AnnualMeeting is presently unknown” (emphasis added). Even if the precise cost was “presently unknown,” Item 4(b)(3) ofSchedule 14A requires the “anticipated cost” of this figure (emphasis added). Further, even if the number of people to beemployed was “presently unknown,” Item 4(b)(3) of Schedule 14A requires the “approximate number” of employees(emphasis added).

February 22, 2023

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Since the submission of the Nomination Notice, the Nominating Stockholder has retained Saratoga as its proxy solicitor for solicitation and advisory services in connection with its anticipated solicitation of proxies for the Annual Meeting. The total costs for Saratoga’s services and the number of people to be employed by Saratoga to solicit proxies for the Annual Meeting is presently unknown. However, the Nominating Stockholder anticipates that the total costs for Saratoga’s services will be between $100,000 and $500,000, together with reimbursement for its reasonable out-of-pocket expenses, and that the proxy solicitor will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. It is anticipated that Saratoga will employ between 2 to 20 persons to solicit stockholders for the Annual Meeting.

Purported Deficiency #8:

Pursuant to Article II, Section 2.2(d)(iii)(3) ofthe Bylaw s, a stockholder notice of nominations is required to set forth “as to the [Nominating Stockholder] giving the noticeand the beneficial owner, if any, on whose behalf the nomination is made[...] any other information relating to each [of the NominatingStockholder and the beneficial owner, if any, on whose behalf the nomination is made] that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or forthe election of directors in a contested election pursuant to Section 14 of the Exchange Act,” which includes Item 4(b)(4) ofSchedule 14A. Item 4(b)(4) of Schedule 14A requires that a stockholder notice of nominations “[s]tate the total amount estimatedto be spent and the total expenditures to date for, in furtherance of or in connection with the solicitation of security holders”(emphasis added). The Nomination Notice provided “the manner in which the anticipated solicitation will be undertaken [and] informationregarding the costs associated therewith [...] is presently unknown” (emphasis added). Item 4(6)(4) of Schedule 14A requiresa stockholder notice of nominations to provide “the total amount estimated to be spent” (emphasis added). Even if the precisetotal amount is “presently unknown,” Item 4(b)(4) of Schedule 14A requires an estimate of this figure. In addition,the Nomination Notice failed to provide the total expenditures to date. The Nomination Notice stated that “the Nominating Stockholderhas not undertaken any activities to date in furtherance of, or in connection with, its anticipated solicitation of proxies for the AnnualMeeting, [and) it has not incurred any expenses to date in furtherance of, or in connection with, any solicitation of proxies for theAnnual Meeting.” However, the preparation and submission of the Nomination Notice was “in furtherance of, or in connectionwith” the Nominating Stockholder’ s anticipated solicitation of proxies for the Annual Meeting and accordingly, any costsassociated with such preparation and submission were required to be disclosed in the Nomination Notice.

The total amount estimated to be spent in furtherance of or in connection with the solicitation of stockholders of the Company is approximately $1,000,000. The costs incurred up to the date hereof, including the costs associated with the preparation and submission of the Nomination Notice, are approximately $500,000.

February 22, 2023

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Purported Deficiency #9:

Driver Management has sole and exclusive discretion regarding the buying, selling and voting of securities held in the SMAs. Neither Driver Management nor Mr. Cooper is party to any specific arrangements relating to the shares of Common Stock, including, without limitation, any of the arrangements of the type listed in Item 5(b)(1)(viii) of Schedule 14A.

Except as set forth herein or in the Nomination Notice, no Participant is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company.

Purported Deficiency #10:

February 22, 2023

Page 11

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of the date of the Nomination Notice, December 30, 2022, as to each of the Nominating Stockholder, the beneficial owners on whose behalf the nomination is made, and the Nominee. The percent of class calculations herein are based upon an aggregate of 56,387,671 shares of Common Stock, par value $0.001 per share outstanding as of November 2, 2022, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

Title of class	Name of beneficial owner	Amount and nature of beneficial ownership	Percent<br><br> <br>of class
Common Stock, par value $0.001 per share	Driver Opportunity	76,000 shares of Common Stock owned directly, 1,000 shares of which are held in record name.	<1%
Common Stock, par value $0.001 per share	Driver Management	289,000 shares of Common Stock (consisting of the 76,000 shares of Common Stock owned directly by Driver Opportunity and the 213,000 shares of Common Stock held in the SMAs)	<1%
Common Stock, par value $0.001 per share	J. Abbott R. Cooper	289,000 shares of Common Stock (consisting of the 76,000 shares of Common Stock owned directly by Driver Opportunity and the 213,000 shares of Common Stock held in the SMAs)	<1%
Common Stock, par value $0.001 per share	Allison Ball (the Nominee)	Ms. Ball does not own beneficially or of record any shares of Common Stock.	0%

Other than the shares of Common Stock held by the Participants, as provided herein and in the Nomination Notice, none of the Participants know, or have the ability to know, as of the date of the Nomination Notice the securities ownership of other holders of the Company’s securities or of Company’s management. No Participant, and none of their associates, knows of any arrangements, including any pledge by any person of securities of the Company or any of the Company’s parents, the operation of which may at a subsequent date result in a change in control of the Company. None of the Participants, nor any of their associates, know of any other applicable disclosure under Item 403 of Regulation S-K.

February 22, 2023

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Purported Deficiency #11:

Pursuant to Article II, Section 2.2(d)(i)(D) ofthe Bylaws, “with respect to each [p]roposed Nominee for election or reelection to the Board of Directors,” a stockholdernotice of nominations must “include a completed and signed questionnaire...” (emphasis added). The Company provided “awritten questionnaire with respect to the background and qualification of such [Nominee],” pursuant to Section 2.4 of theBylaws (the “Company Questionnaire”).

a.	The disclosures in Ms. Ball’ s Company Questionnaire omitted certain required information or required further clarification in order to allow the Company to determine if such disclosures comply with the Bylaws.
i.	The Nomination Notice provided a “business address” for Ms. Ball in accordance with Item S(b)(1)(i) of Schedule 14A. Question #1(d) of the Company Questionnaire requires the Nominee’s business address and home address. In Ms. Ball’s response, she provided an identical business address and home address. Such provided address is also identical to the business address provided in the Nomination Notice. The provided business address appears to be a residential address. Moreover, it does not match the public address of Hanover Technology, which the Nomination Notice stated is her “principal occupation. “
---	---

The disclosures in Ms. Ball’ s Company Questionnaire omitted certain required information or required further clarification in order to allow the Company to determine if such disclosures comply with the Bylaws.

The Nomination Notice provided a “business address” for Ms. Ball in accordance with Item S(b)(1)(i) of Schedule 14A. Question #1(d) of the Company Questionnaire requires the Nominee’s business address and home address. In Ms. Ball’s response, she provided an identical business address and home address. Such provided address is also identical to the business address provided in the Nomination Notice. The provided business address appears to be a residential address. Moreover, it does not match the public address of Hanover Technology, which the Nomination Notice stated is her “principal occupation. “

---

As stated above, the principal occupation of Ms. Ball is serving as Investment Partner of Hanover Technology. The principal business address of Ms. Ball is c/o Hanover Technology Investment Management, LLC, 3242 Bryn Mawr Drive, Dallas, Texas 75225. Driver notes that, like many individuals, particularly subsequent to the lockdowns imposed as a result of COVID 19, Ms. Ball works from home, therefore her home address, the address at which she principally works, is her “principal business address.”

Since FFWM appears to already be in possession of “the public address of Hanover Technology,” please explain the basis for requesting such information from Driver. While Driver understands that the true purpose of the Company Letters is to provide FFWM with a basis—an extremely flimsy and unreasonable basis—for rejecting the Nomination Notice, please explain why FFWM is asking Driver for information already in its possession.

ii.	Question #4 of the Company Questionnaire requires a description of the “nature of your responsibilities. “ Ms. Ball incorporated her biographical information set forth in the Nomination Notice, but such biographical information did not describe the “nature of [her] responsibilities.”

We believe the Company Questionnaire completed by Ms. Ball indicated the nature of her responsibilities at the positions she held within the past five years, as her roles at such companies/organizations were indicative of the nature of her responsibilities. However, on a voluntary basis, we are providing further information with respect to the nature of her responsibilities.

The nature of Ms. Ball’s responsibilities as an Investment Partner at Hanover Technology are carrying out the responsibilities of a general partner of an investment fund and her activities relate to, including but not limited to, fund raising, fund administration, portfolio management and investment analysis. The nature of Ms. Ball’s responsibilities as Partner at Accelerated Advisory are providing advisory services to start ups and other companies. The nature of Ms. Ball’s responsibilities as Board Member at Lincoln Network, Inc. (the “Lincoln Network”) are the standard responsibilities of a director, including but not limited to, reviewing and approving strategic plans, messaging and branding and compensation. The nature of Ms. Ball’s responsibilities as Vice President of Product at VSCO was building and leading teams across product management, data science, user research and customer support to develop and execute product strategy in the service of VSCO's mission. The nature of Ms. Ball’s responsibilities as Product Leader at Meta Platforms, Inc. was leading product development across its engagement growth teams. The nature of Ms. Ball’s responsibilities as Co-Founder and Board Member for Assembly related to the typical operations of running a business, developing technology for the company, and providing governance and oversight.

February 22, 2023

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iii.

Question #4 of the Company Questionnaire requires the Nominee to “set forth ... any particular area of your professional or academic background that would be relevant for the Nominating and Corporate Governance Committee to consider.” The Nominee should provide “information that is material to [their] qualification to serve as a director of the Company.” During our diligence and efforts to gather information on Ms. Ball, we became aware that Ms. Ball cohosts a podcast entitled “Hell or High Ranch Water” along with Ms. Flores. Such information is “relevant [to] the Nominating and Corporate Governance Committee [...] [and] [material] to [their] qualification to serve as [directors] of the Company” and was not disclosed.

Ms. Ball has served as a Member-Manager of Hell or High Ranch Water, LLC (“Hell or High Ranch”), a podcast, since December 2020.

Please indicate how any information regarding the Hell or High Ranch Water podcast is “relevant [to] the Nominating and Corporate Governance Committee... [and] material to [their] qualification to serve as [directors] of the Company.” In addition, please advise Driver of any provision of either FFWM’s certificate of incorporation or the Bylaws establishing any “qualifications” to serve as a director. Absent any such “qualifications,” the sole qualification for service as a director is election by FFWM stockholders and the implication that the Board (or any committee thereof) is entitled to pass judgement on Ms. Ball’s “qualification” to serve as a director is an improper attempt to arrogate a right that belongs exclusively to FFWM stockholders, which would be a violation of the duty of loyalty.

iv.

Question #5 of the Company Questionnaire requires each Nominee to list directorship information. Ms. Ball provided that she was a Board Member of the Lincoln Network, Inc. from January 2021 to present. Such position was not listed in the biography contained in the Nomination Notice or in the questionnaire attached to the Nomination Notice provided by the Nominating Stockholder (the “Driver Questionnaire”).

We confirm that Ms. Ball has served as a Board Member at the Lincoln Network, since January

2021.

Question #19 of the Company Questionnaire requires the Nominee to provide information regarding any entities that the Nominee controls, either directly or indirectly. Ms. Ball provided that “[a]s partner, [she] directly controls Accelerated Advisory Group, LLC.” However, it also appears that Ms. Ball controls Hanover Technology, an entity in which she is one of only two “Investment Partners.”

We confirm that Ms. Ball does not control, either directly or indirectly, Hanover Technology. Although her role is Investment Partner and she has significant influence over Hanover Technology, she does not have unilateral decision-making authority. Joseph Malchow, Hanover Technology’s founding partner and managing partner, has ultimate control of Hanover Technology.

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Ms. Ball does not control, either directly or indirectly, Hell or High Ranch, as she does not have unilateral decision-making authority.

vi.

Question #20 of the Company Questionnaire requires the Nominee to disclose entities that the Nominee can “exert significant influence, either directly or indirectly [. . .] to the extent that the entity may be prevented from fully pursuing its own separate interests with regard to any transaction with the Company and its affiliates.” Ms. Ball provided that there are no such entities. However, this appears inconsistent with Ms. Ball’s answer to Question #19 of the Company Questionnaire, which stated that she controls Accelerated Advisory. Additionally, as one of only two Investment Partners, it appears that Ms. Ball also has the ability to exert significant influence over Hanover Technology.

Ms. Ball has the ability to exert significant influence over Accelerated Advisory, to the extent that it may be prevented from fully pursuing its own separate interests with regard to any transactions with the Company and its affiliates.

Ms. Ball has the ability to exert significant influence, either directly or indirectly, over Hanover Technology, to the extent that it may be prevented from fully pursuing its own separate interests with regard to any transactions with the Company and its affiliates. Ms. Ball has influence over investment decisions for Hanover Technology’s fund but Mr. Malchow, as the managing partner of Hanover Technology, approves all decisions. As stated above, Ms. Ball does not have unilateral decision-making authority.

Ms. Ball has the ability to exert significant influence over Hell or High Ranch, to the extent that it may be prevented from fully pursuing its own separate interests with regard to any transactions with the Company and its affiliates.

Please provide the justification for Question #20 of the Company Questionnaire and explain how the Company Questionnaire is to be used by the Board.

vii.	We understand that Ms. Ball and Ms. Flores run a podcast called Hell or High Ranch Water. Such information was not disclosed in the Company Questionnaire, the Driver Questionnaire or the Nomination Notice.

We confirm that Mses. Ball and Flores have cohosted Hell or High Ranch since December 2020.

viii.

Question #21 of the Company Questionnaire requires the disclosure of “any entities, other than those already listed in [the Nominee’s] responses to other questions in [the Company] Questionnaire, with which [the Nominee] serve[s] as a member of the board of directors or [has] any other employment relationship, even if the directorship and/or employment relationship does not result in [the Nominee’s] ability to exert control or significant influence over the entity ....” Information about Ms. Ball’s employment or involvement with Hell or High Ranch Water LLC was not disclosed in the Company Questionnaire, the Driver Questionnaire or the Nomination Notice.

Ms. Ball is a Member-Manager and 50% owner of Hell or High Ranch since December 2020.

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ix.

Question #35(m) of the Company Questionnaire requires the disclosure of “any additional information that would be relevant, appropriate or helpful for the Company’s [Board] to consider when evaluating [the Nominee’s] ability to exercise independent judgment in carrying out the responsibilities of a director.” Ms. Ball’s omissions with respect to her relationship with Ms. Flores are pertinent to the Board in its evaluation of her “ability to exercise independent judgment in carrying out the responsibilities of a director.”

None.

Additionally, please see below for certain additional information requested in the February 7 Letter:

1.	Please confirm whether Ms. Ball controls Hanover Technology Investment Management, an entity in which she is one of only two Investment Partners, and state the nature of her control.

Please see the response to Purported Deficiency #11(a)(v) above.

2.	Please confirm whether Ms. Ball controls Accelerated Advisory Group, LLC, and describe the nature of her responsibilities.

We confirm that Ms. Ball controls Accelerated Advisory. For information regarding the nature of her responsibilities, please see the response to Purported Deficiency #11(a)(ii) above.

3.	Please confirm whether either or both of the Purported Nominees are owners or managers or representatives of Hell or High Ranch Water LLC, and describe the nature of their position(s).

As stated above, Ms. Ball is a Member-Manager and 50% owner of Hell or High Ranch since December 2020. As this entity does not have operations, Ms. Ball does not have responsibilities.

4.	Please state the name of any entities which either of the Purported Nominees own or control, or confirm that there are none. For each entity, please state the entity’s name and address.

As stated above, Ms. Ball is a 50% owner of Hell or High Ranch. The principal business address of Hell or High Ranch is 1221 McKinney Street, Suite 4500, c/o Chad Flores, Houston, TX 77010.

Ms. Ball controls Accelerated Advisory. The principal business address of Accelerated Advisory is 3242 Bryn Mawr Drive, Dallas, Texas 75225.

5.	Please state any entities (other than those discussed above) over which the Purported Nominees can exert significant influence, either directly or indirectly to the extent that the entity may be prevented from fully pursuing its own separate interests with regard to any transaction with the Company and its affiliates.

Except as set forth herein, there are no other entities over which Ms. Ball can exert significant influence, either directly or indirectly, to the extent that the entity may be prevented from fully pursuing its own separate interests with regard to any transaction with the Company and its affiliates.

6.	Please provide the disclosure required by Item 404(a) of Regulation S-K with respect to any immediate family members of the Purported Nominees.

Please see the response to Purported Deficiency #2 above.

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7.	Please provide the information required by Item 402 of Regulation S-K with respect to the Purported Nominees and their associates, or confirm that there is no such information to provide.

Please see the response to Purported Deficiency #4 above.

*	*	*

The submission of this letter and of the Nomination Notice are neither an admission that any procedures for notice concerning the nomination of directors to the Board are legal, valid or binding, nor an admission to the merit of any of the Company’s alleged deficiencies in the Nomination Notice. Driver reserves all rights to challenge any procedures for notice concerning the nomination of directors to the Board or the Company’s interpretation and implementation of such procedures.

Very truly yours,
DRIVER OPPORTUNITY PARTNERS I LP
Driver Management Company LLC, its general partner
/s/ J. Abbott R. Cooper
Name:	J. Abbott R. Cooper
Title:	Managing Member
cc:	Andrew Freedman, Olshan Frome Wolosky LLP<br><br> Dorothy Sluszka,<br>Olshan Frome Wolosky LLP
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