Business First Bancshares, Inc. Sample Contracts

1,050,000 Shares of Common Stock, par value $1.00 per share Underwriting Agreement
Underwriting Agreement • June 8th, 2018 • Business First Bancshares, Inc. • State commercial banks • New York

Business First Bancshares, Inc., a Louisiana corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,050,000 shares of common stock, par value $ 1.00 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 157,500 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

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INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO BUSINESS FIRST BANCSHARES, INC. (AS AMENDED)
Incentive Stock Option Award Agreement • November 12th, 2014 • Business First Bancshares, Inc. • Louisiana

CERTAIN EARLY DISPOSITIONS OF SHARES PURCHASED UPON EXERCISE OF THIS OPTION (GENERALLY, SALE OF THE SHARES WITHIN TWO YEARS OF THE GRANT DATE OR WITHIN ONE YEAR OF EXERCISE OF THE OPTION) MAY RESULT IN LOSS OF “INCENTIVE STOCK OPTION” TREATMENT. THE COMPANY RECOMMENDS THAT THE PARTICIPANT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR PRIOR TO EXERCISING ANY OPTIONS.

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WARRANT AGREEMENT
Warrant Agreement • November 12th, 2014 • Business First Bancshares, Inc. • Louisiana

This Warrant Agreement (“Agreement”) is executed as of this 17 day of July, 2006 by Business First Bank, a Louisiana banking corporation (“Bank”), in favor of the organizers listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.

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b1BANK “Supplemental Executive Retirement Plan” Participation Agreement (Please read carefully, sign where indicated and complete Personal Data Section)
Supplemental Executive Retirement Plan Participation Agreement • May 4th, 2023 • Business First Bancshares, Inc. • State commercial banks

THIS AGREEMENT is entered into by and between the undersigned Eligible Employee and b1BANK (formerly known as Business First Bank), the (“Plan Sponsor”). The Plan Sponsor and the Eligible Employee hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that the Eligible Employee shall become a Participant in the Supplemental Executive Retirement Plan (the “Plan”) as such Plan is currently in effect and as the same may hereafter be modified or amended beginning August 1, 2009. The Participant does hereby acknowledge that she has been provided with a copy of the Plan as currently in effect and agrees to the terms and conditions thereof.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 7th, 2019 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This Change in Control Agreement (“Agreement”) is made and entered into effective as of the 6th day of November, 2019 by and among Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company (“BFST”), Business First Bank, a Louisiana chartered bank and wholly-owned subsidiary of BFST with its principal office in Baton Rouge, Louisiana (the “Bank”), and Philip Jordan (the “Executive”).

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BUSINESS FIRST BANCSHARES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2017 • Business First Bancshares, Inc. • State commercial banks • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2017, by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and each of the Investors listed on Exhibit A hereto, together with their permitted transferees (each, an “Investor” and collectively, the “Investors”).

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AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN BUSINESS FIRST BANCSHARES, INC. BATON ROUGE, LOUISIANA AND TEXAS CITIZENS BANCORP, INC. PASADENA, TEXAS DATED AS OF OCTOBER 20, 2021
Merger Agreement • October 21st, 2021 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 20, 2021, by and between Business First Bancshares, Inc., a Louisiana corporation and registered financial holding company (“BFST”) and Texas Citizens Bancorp, Inc., a Texas corporation and registered bank holding company (“TCBI”).

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Participation Agreement
Supplemental Executive Retirement Plan Participation Agreement • March 5th, 2021 • Business First Bancshares, Inc. • State commercial banks

THIS AGREEMENT is entered into by and between the undersigned Eligible Employee and Business First Bank, the (“Plan Sponsor”). The Plan Sponsor and the Eligible Employee hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that the Eligible Employee shall become a Participant in the Supplemental Executive Retirement Plan (the “Plan”) as such Plan is currently in effect and as the same may hereafter be modified or amended beginning August 1, 2009. The Participant does hereby acknowledge that he has been provided with a copy of the Plan as currently in effect and agrees to the terms and conditions thereof.

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FORM OF VOTING AGREEMENT
Voting Agreement • April 25th, 2024 • Business First Bancshares, Inc. • State commercial banks

This VOTING AGREEMENT (this “Agreement”), dated as of April 25, 2024, is executed by and among Business First Bancshares, Inc. (“BFST”), a Louisiana corporation and financial holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and Oakwood Bancshares, Inc. (“Oakwood”), a Texas corporation and bank holding company registered under the BHC Act, and the shareholders of Oakwood who are signatories hereto (referred to herein individually as a “Shareholder” and collectively as the “Shareholders”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Reorganization Agreement (as defined below).

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 22nd, 2019 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into between Business First Bank (“the Bank”) and Gregory Robertson (the “Executive”) and is presented to Executive on December 1, 2017.

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AGREEMENT AND PLAN OF REORGANIZATION by and between BUSINESS FIRST BANCSHARES, INC. and OAKWOOD BANCSHARES, INC. Dated as of April 25, 2024
Agreement and Plan of Reorganization • April 25th, 2024 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This Agreement and Plan of Reorganization (“Agreement”) dated as of April 25, 2024, is by and between Business First Bancshares, Inc. (“BFST”), a Louisiana corporation and financial holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and Oakwood Bancshares, Inc. (“Oakwood”), a Texas corporation and bank holding company registered under the BHC Act.

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FORM OF DIRECTOR SUPPORT AGREEMENT
Director Support Agreement • April 25th, 2024 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This DIRECTOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2024 (the “Execution Date”), by and between Business First Bancshares, Inc., a Louisiana corporation (“BFST”), Oakwood Bancshares, Inc., a Texas corporation (“Oakwood”), and __________, an individual resident of the State of __________ (the “Undersigned”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given to them in the Reorganization Agreement (as defined below).

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SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of March 26, 2021 by and among BUSINESS FIRST BANCSHARES, INC. and THE PURCHASERS NAMED HEREIN
Subordinated Note Purchase Agreement • March 26th, 2021 • Business First Bancshares, Inc. • State commercial banks

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of March 26, 2021 (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”).

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AMENDMENT NO. 2 TO WARRANT AGREEMENT
Warrant Agreement • March 21st, 2016 • Business First Bancshares, Inc. • State commercial banks

This Amendment No. 2 (this “Amendment No. 2”) is entered into as of the 1st day of February, 2016, by Business First Bancshares, Inc., a Louisiana corporation (the “Company”), in favor of the individual set forth on the signature page attached hereto (the “Holder”) as follows:

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AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 12th, 2014 • Business First Bancshares, Inc.

This Amendment to Executive Employment Agreement (“Amendment”) is effective as of the 1st day of April, 2011, by and between BUSINESS FIRST BANK, a Louisiana state bank (the “Bank”), and David R. Melville, III, an individual resident of the State of Louisiana (“Executive”) (the signatories to this Amendment will be referred to jointly as the “Parties”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 7th, 2019 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 6th day of November 2019 (the “Effective Date”), is entered into by and between Business First Bank, a Louisiana state bank (the “Bank”), and David R. Melville, III (“Executive”). This Agreement amends and restates, and supersedes and replaces, that certain Executive Employment Agreement (as amended), dated August 6, 2009, by and between the Bank and the Executive.

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1 - b1BANK “SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN” Participation Agreement (Please read carefully, sign where indicated and complete Personal Data Section) THIS AGREEMENT is entered into by and between the undersigned Eligible Employee and b1BANK...
Supplemental Executive Retirement Plan Participation Agreement • July 31st, 2024 • Business First Bancshares, Inc. • State commercial banks
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 22nd, 2019 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 1st day of June, 2018, is entered into by and between Business First Bank, a Louisiana state bank (the “Bank”), and N. Jerome Vascocu (“Executive”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 12th, 2014 • Business First Bancshares, Inc. • Louisiana

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of August, 2009, by and between BUSINESS FIRST BANK, a Louisiana state bank (the “Bank”), which is a wholly-owned subsidiary of BUSINESS FIRST BANCSHARES, INC. (the “Company”), and David R. Melville, III an individual resident of the State of Louisiana (“Executive”) (the signatories to this Agreement will be referred to jointly as the “Parties”).

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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BUSINESS FIRST BANCSHARES, INC. BATON Rouge, LOUISIANA mINDEN BANCORP, INC. MINDEN, LOUISIANA AND BFB ACQUISITION COMPANY BATON ROUGE, LOUISIANA DATED AS OF October 5, 2017
Merger Agreement • October 12th, 2017 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of the 6th day of October, 2017, by and among Business First Bancshares, Inc., a Louisiana corporation (“Business First”), Minden Bancorp, Inc., a Louisiana corporation (“MBI”), and BFB Acquisition Company, a Louisiana corporation and wholly-owned subsidiary of Business First (“BFB”).

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Contract
Change in Control Agreement • July 31st, 2024 • Business First Bancshares, Inc. • State commercial banks • Louisiana
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Contract
Executive Employment Agreement • February 5th, 2015 • Business First Bancshares, Inc. • State commercial banks

This memorandum serves as an amendment to your existing “Executive Employment Agreement” dated September 1, 2008. This amendment is effective immediately upon execution between BUSINESS FIRST BANK and Steven Champney.

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BUSINESS FIRST BANCSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 1st, 2018 • Business First Bancshares, Inc. • State commercial banks • Louisiana

Subject to the terms and conditions of the Notice of Restricted Stock Award (the "Notice"), this Restricted Stock Award Agreement (this "Award Agreement"), and the Business First Bancshares, Inc. 2017 Equity Incentive Plan (the "Plan"), Business First Bancshares, Inc., a Louisiana corporation (the "Company") hereby grants the individual set forth in the Notice (the "Participant") Shares of common stock (the "Covered Shares"). Unless otherwise specifically indicated, all terms used in this Award Agreement shall have the meaning as set forth in the Notice or the Plan.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 12th, 2014 • Business First Bancshares, Inc. • Louisiana

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and is effective as of the 1st day of September ,2008, by and between BUSINESS FIRST BANK and BUSINESS FIRST BANCSHARES, INC. (Collectively “Bank”), and Steven Champney, an individual resident of the State of Louisiana (“Executive”) (the signatories to this Agreement will be referred to jointly as the “Parties”).

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AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN BUSINESS FIRST BANCSHARES, INC. BATON ROUGE, LOUISIANA AND PEDESTAL BANCSHARES, INC. HOUMA, LOUISIANA DATED AS OF JANUARY 22, 2020
Merger Agreement • January 24th, 2020 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of January 22, 2020, by and between Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company (“BFST”) and Pedestal Bancshares, Inc., a Louisiana corporation and registered bank holding company (“PBI”).

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Contract
Executive Employment Agreement • November 12th, 2014 • Business First Bancshares, Inc.

This memorandum serves as an amendment to your existing “Executive Employment Agreement” dated September 1, 2008. This amendment is effective immediately upon execution between BUSINESS FIRST BANK and Steven Champney.

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1/4 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (the “Agreement”), entered into effective this the 21st day of November, 2022 (“Effective Date”), is by and between Jerome Vascocu, Jr. (“Executive”) and b1BANK (“Company”), located in Baton...
Retention Bonus Agreement • July 31st, 2024 • Business First Bancshares, Inc. • State commercial banks • Louisiana
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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 4th, 2023 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This Change in Control Agreement ("Agreement") is made and entered into effective as of the 23rd day of June, 2022 by and among Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company ("BFST"), blBANK, a Louisiana chartered bank and wholly­ owned subsidiary of BFST with its principal office in Baton Rouge, Louisiana (the "Bank"), and Saundra Strong (the "Employee").

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 22nd, 2019 • Business First Bancshares, Inc. • State commercial banks • Louisiana

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 5th day of October, 2017, is entered into by and between Business First Bank, a Louisiana state bank (the “Bank”), and Jack E. Byrd, Jr. (“Executive”).

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • June 1st, 2018 • Business First Bancshares, Inc. • State commercial banks

THIS AMENDMENT TO STOCK OPTION AGREEMENT (“Amendment”) is made and entered into effective as of ___________, _____, by and between Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and __________ (the “Optionee”), in connection with the grant of Options to the Optionee under the 2006 Stock Option Plan for Business First Bancshares, Inc. (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan.

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One Atlantic Center
Agreement and Plan of Merger • February 28th, 2020 • Business First Bancshares, Inc. • State commercial banks

You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of January 22, 2020 (the “Agreement”), by and between Business First Bancshares, Inc., a Louisiana corporation (“BFST”), and Pedestal Bancshares, Inc., a Louisiana corporation (“PBI”), pursuant to which, at the Effective Time, PBI will merge with and into BFST, with BFST as the surviving entity (the “Merger”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. This opinion is being delivered in connection with the amended registration statement on Form S-4 of BFST (the “Registration Statement”), filed by BFST with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, on February 28, 2020, and to which this opinion is an exhibit.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 12th, 2017 • Business First Bancshares, Inc. • State commercial banks • New York
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Contract
Executive Employment Agreement • March 21st, 2016 • Business First Bancshares, Inc. • State commercial banks

This memorandum serves as an amendment to your existing “Executive Employment Agreement” dated September 1, 2008. This amendment is effective immediately upon execution between BUSINESS FIRST BANK and Steven Champney.

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AGREEMENT AND PLAN OF REORGANIZATION BY AND between BUSINESS FIRST BANCSHARES, INC. BATON ROUGE, LOUISIANA AND RICHLAND STATE BANCORP, INC. Rayville, LOUISIANA DATED AS OF June 1, 2018
Merger Agreement • June 4th, 2018 • Business First Bancshares, Inc. • State commercial banks • Louisiana

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 1, 2018, by and between Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company (“BFST”) and Richland State Bancorp, Inc., a Louisiana corporation and registered bank holding company (“RSBI”).

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SECURITIES PURCHASE AGREEMENT Dated as of September 1, 2022 by and among BUSINESS FIRST BANCSHARES, INC. and THE PURCHASERS NAMED HEREIN
Securities Purchase Agreement • September 1st, 2022 • Business First Bancshares, Inc. • State commercial banks

This SECURITIES PURCHASE AGREEMENT, dated as of September 1, 2022 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Series A Preferred Stock (each a “Purchaser” and, collectively, the “Purchasers”).

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