BFST · Business First Bancshares, Inc. · Debt

Source evidence: (a) From the date hereof until the Closing Date, the Company will furnish to Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives access during the Company’s normal business hours, to such information and materials relating to the financial, business and legal condition of the Company as may be reasonably necessary or advisable to allow Purchaser to become and remain familiar with the Company and to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Company in this Agreement.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (a) Purchaser and the Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the Contemplated Transactions, to perform the covenants contemplated by the Transaction Documents, to satisfy all of the conditions precedent to the obligations of such party thereto and defend any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (b) Purchaser agrees to furnish the Company, and the Company agrees, upon request, to furnish to Purchaser, in each case to the extent legally permissible, not in contravention of any contractual obligation, and subject to such confidentiality requests as the furnishing party may reasonably seek, all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of such other parties or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other Contemplated Transactions; provided, that Purchaser shall be required to provide information only to the extent typically provided by Purchaser to such Governmental Entities under Purchaser’s policies consistently applied and subject to such confidentiality requests as Purchaser shall reasonably seek.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: Subject to each party’s disclosure obligations imposed by Law, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and any of the Contemplated Transactions, and except as otherwise permitted in the next sentence, neither the Company nor any Purchaser will make any such news release or public disclosure that identifies the other party without first consulting with the other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld or delayed) and all parties shall coordinate with the party whose consent is required with respect to any such news release or public disclosure. In the event a party hereto is advised by its outside legal counsel that a particular disclosure that identifies the other party is required by Law, such party shall be permitted to make such disclosure but shall be obligated to use commercially reasonable efforts to consult with the other party hereto and take its comments into account with respect to the content of such disclosure before issuing such disclosure.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (s) Accuracy of Representations. The Company understands that the Purchasers will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the Contemplated Transactions, and the Company agrees that if any of the representations or acknowledgements made by it are no longer accurate as of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Purchasers. No representation or warranty by the Company in this Agreement and no statement included in any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (b) All parties hereto will hold, and will cause its respective Affiliates and its and their respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary in connection with any necessary regulatory approval, examination or inspection or unless disclosure is required by judicial or administrative process or, by other requirement of Law or the applicable requirements of any Governmental Entity or relevant stock exchange (in which case, the party disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all non-public records, books, contracts, instruments, computer data and other data and information, including any information regarding a registration of securities of the Company prior to public disclosure of such registration (collectively, “Information”) concerning the other parties hereto furnished to it by or on behalf of such other parties or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (1) previously known by such party on a non-confidential basis, (2) publicly available through no fault of such party or (3) later lawfully acquired by such party from other sources not known by such party to be subject to confidentiality obligations with respect to such information), and no party hereto shall release or disclose such Information to any other Person, except its auditors, attorneys, financial advisors, other consultants and advisors, provided, that Purchaser shall be permitted to disclose Information to any of its limited partners who are subject to obligations to keep such Information confidential in accordance with this Section 3.2.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: Each Purchaser agrees that it shall not, without the prior written consent of the Company, contribute capital to the Company or acquire an amount of voting securities of the Company that in either case would cause or be reasonably likely to cause such Purchaser, to be deemed to control the Company for purposes of the Bank Holding Company Act of 1956, as amended, or the Change in Bank Control Act of 1978, as amended, or applicable state Law.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 5.1 (the “Pre-Closing Period”), the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to carry on its business in the ordinary course of business and use reasonable best efforts to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve its business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it; provided, however, that nothing in this sentence shall limit or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s or the Company’s Subsidiary’s, as the case may be, obligations under applicable Law.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (a) From the date hereof until the Closing Date, the Company will furnish to Purchaser and its Affiliates (and their financial and professional advisors and representatives), and permit Purchaser, its Affiliates and their representatives access during the Company’s normal business hours, to such information and materials relating to the financial, business and legal condition of the Company as may be reasonably necessary or advisable to allow Purchaser to become and remain familiar with the Company and to confirm the accuracy of the representations and warranties of the Company in this Agreement and the compliance with the covenants and agreements by the Company in this Agreement.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (a) Purchaser and the Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate the Contemplated Transactions, to perform the covenants contemplated by the Transaction Documents, to satisfy all of the conditions precedent to the obligations of such party thereto and defend any claim, action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (b) Purchaser agrees to furnish the Company, and the Company agrees, upon request, to furnish to Purchaser, in each case to the extent legally permissible, not in contravention of any contractual obligation, and subject to such confidentiality requests as the furnishing party may reasonably seek, all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of such other parties or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other Contemplated Transactions; provided, that Purchaser shall be required to provide information only to the extent typically provided by Purchaser to such Governmental Entities under Purchaser’s policies consistently applied and subject to such confidentiality requests as Purchaser shall reasonably seek.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: Subject to each party’s disclosure obligations imposed by Law, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and any of the Contemplated Transactions, and except as otherwise permitted in the next sentence, neither the Company nor any Purchaser will make any such news release or public disclosure that identifies the other party without first consulting with the other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld or delayed) and all parties shall coordinate with the party whose consent is required with respect to any such news release or public disclosure. In the event a party hereto is advised by its outside legal counsel that a particular disclosure that identifies the other party is required by Law, such party shall be permitted to make such disclosure but shall be obligated to use commercially reasonable efforts to consult with the other party hereto and take its comments into account with respect to the content of such disclosure before issuing such disclosure.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (s) Accuracy of Representations. The Company understands that the Purchasers will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements in connection with the Contemplated Transactions, and the Company agrees that if any of the representations or acknowledgements made by it are no longer accurate as of the Closing Date, or if any of the agreements made by it are breached on or prior to the Closing Date, it shall promptly notify the Purchasers. No representation or warranty by the Company in this Agreement and no statement included in any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: (b) While any Note meets the definition of “restricted securities” under the Securities Act, the Company will make available, upon request by Purchaser or Holder, to any seller of such Note the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Target identity evidence: WHEREAS, The Company intends to sell to Purchasers, and Purchasers intend to purchase from the Company, 6.50% Fixed-to-Floating Subordinated Notes due 2036 (each, a “Note” and, collectively, the “Notes”) in the aggregate principal amount of up to $85,000,000 in the form set forth on Exhibit A evidencing unsecured subordinated debt of the Company.

Source evidence: (b) All parties hereto will hold, and will cause its respective Affiliates and its and their respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary in connection with any necessary regulatory approval, examination or inspection or unless disclosure is required by judicial or administrative process or, by other requirement of Law or the applicable requirements of any Governmental Entity or relevant stock exchange (in which case, the party disclosing such information shall provide the other parties with prior written notice of such permitted disclosure), all non-public records, books, contracts, instruments, computer data and other data and information, including any information regarding a registration of securities of the Company prior to public disclosure of such registration (collectively, “Information”) concerning the other parties hereto furnished to it by or on behalf of such other parties or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (1) previously known by such party on a non-confidential basis, (2) publicly available through no fault of such party or (3) later lawfully acquired by such party from other sources not known by such party to be subject to confidentiality obligations with respect to such information), and no party hereto shall release or disclose such Information to any other Person, except its auditors, attorneys, financial advisors, other consultants and advisors, provided, that Purchaser shall be permitted to disclose Information to any of its limited partners who are subject to obligations to keep such Information confidential in accordance with this Section 3.2.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: Each Purchaser agrees that it shall not, without the prior written consent of the Company, contribute capital to the Company or acquire an amount of voting securities of the Company that in either case would cause or be reasonably likely to cause such Purchaser, to be deemed to control the Company for purposes of the Bank Holding Company Act of 1956, as amended, or the Change in Bank Control Act of 1978, as amended, or applicable state Law.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 5.1 (the “Pre-Closing Period”), the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to carry on its business in the ordinary course of business and use reasonable best efforts to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve its business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it; provided, however, that nothing in this sentence shall limit or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s or the Company’s Subsidiary’s, as the case may be, obligations under applicable Law.

Target identity evidence: This **SUBORDINATED NOTE PURCHASE AGREEMENT**, dated as of April 2, 2026 (this “**Agreement**”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “**Company**”), and the several purchasers of the Notes (each a “**Purchaser**” and, collectively, the “**Purchasers**”).

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Source evidence: If all or any portion of the Note ceases to meet the regulatory requirements to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the maturity date of the Note and regardless of the Company’s election to utilize the Community Bank Leverage Ratio, the Company will promptly notify the Purchasers, and thereafter, subject to the Company’s right to redeem the Notes under such circumstances pursuant to the terms of the Notes, if requested by the Company, the Company and the Purchasers will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Notes to qualify as Tier 2 Capital.

Target identity evidence: This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of April 2, 2026 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

Target identity evidence: WHEREAS, The Company intends to sell to Purchasers, and Purchasers intend to purchase from the Company, 6.50% Fixed-to-Floating Subordinated Notes due 2036 (each, a “Note” and, collectively, the “Notes”) in the aggregate principal amount of up to $85,000,000 in the form set forth on Exhibit A evidencing unsecured subordinated debt of the Company.