Contract

4867-1315-1193 v.5 SENIOR NOTE PURCHASE AGREEMENT This SENIOR NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 30, 2024, and is made by and among Eagle Bancorp, Inc., a Maryland corporation and registered bank holding company (the “Company”), and the several purchasers of the Senior Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company is offering up to $77,665,000 in aggregate principal amount of Senior Notes of the Company. WHEREAS, the Company has engaged Xxxxx Xxxxxxx & Co. and Xxxxx, Xxxxxxxx & Xxxxx, Inc. as its exclusive placement agents (the “Placement Agents”) for the offering of the Senior Notes to institutional “accredited investors” (as such term is referenced in Section 6.5 below), including QIBs (as defined below) and, for clarity, not to individual “accredited investors” (as such term is referenced in Section 6.6 below). WHEREAS, each of the Purchasers is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). WHEREAS, the offer and sale of the Senior Notes by the Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. WHEREAS, each Purchaser is willing to purchase from the Company a Senior Note in the principal amount set forth on such Purchaser’s respective signature page hereto (each, a “Senior Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Senior Notes and in the Indenture (as defined herein). WHEREAS, at Closing (as defined herein), the Company and the Purchasers shall execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Senior Notes under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws. NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT Exhibit 10.1

3 4867-1315-1193 v.5 “Designated NRSRO” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, that is designated as a “Credit Rating Provider” (or other similar designation) by the National Association of Insurance Commissioners. “Disbursement” has the meaning set forth in Section 3.1. “Disqualification Event” has the meaning set forth in Section 4.2.4. “DTC” means The Depository Trust Company. “Equity Interest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing. “Event of Default” has the meaning set forth in the Senior Notes. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “FDIC” means the Federal Deposit Insurance Corporation. “FRB” means the Board of Governors of the Federal Reserve System. “GAAP” means generally accepted accounting principles in effect from time to time in the United States of America. “Global Note” has the meaning set forth in Section 3.1. “Governmental Agency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency (including each applicable Regulatory Agency) with jurisdiction over the Company or a Subsidiary of the Company. “Governmental Licenses” has the meaning set forth in Section 4.3. “Hazardous Materials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations. “Hazardous Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 Exhibit 10.1

4 4867-1315-1193 v.5 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651 to the extent related to Hazardous Material exposure, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations. “Indebtedness” means: (i) all items arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included in determining total liabilities as shown on the consolidated balance sheet of the of the Company; and (ii) all obligations secured by any lien in property owned by the Company or any Subsidiary whether or not such obligations shall have been assumed; provided, however, Indebtedness shall not include deposits or other indebtedness created, incurred or maintained in the ordinary course of the Company’s or the Bank’s business (including federal funds purchased, advances from any Federal Home Loan Bank, borrowings from a Federal Reserve Bank, secured deposits of municipalities, letters of credit issued by the Company or the Bank and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations. “Indenture” means the indenture, dated as of the date hereof, by and between the Company and Wilmington Trust, National Association, as trustee, substantially in the form attached hereto as Exhibit B, as the same may be amended or supplemented from time to time in accordance with the terms thereof. “Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto. “Material Adverse Effect” means, with respect to any Person, any change or effect that (i) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of such Person, or (ii) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not be deemed to include the impact of (1) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies that do not disproportionately affect the operations or business of the Company in comparison to other banking institutions with similar operations, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (3) changes in general economic or capital markets conditions, including changes in interest rates and inflation, affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (4) natural disasters or other force majeure events or any epidemics, pandemics or disease outbreaks (including COVID-19) that do not disproportionately affect the operations or business of the Company in comparison to other banking institutions with similar operations, (5) changes in national or international political or social conditions, including, without limitation, the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or by the occurrence of any military or terrorist attack upon or within Exhibit 10.1

5 4867-1315-1193 v.5 the United States; (6) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by this Agreement, and (7) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this Agreement, the Indenture and the Senior Notes. “Maturity Date” means September 30, 2029. “Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization. “Placement Agents” has the meaning set forth in the Recitals. “Property” means any real property owned or leased by the Company or any Affiliate or Subsidiary of the Company. “Purchaser” or “Purchasers” has the meaning set forth in the preamble hereto. “QIB” means a “qualified institutional buyer” as defined in Rule 144A of the Securities Act. “Registration Rights Agreement” has the meaning set forth in the Recitals. “Regulation D” has the meaning set forth in the Recitals. “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company, the Bank or any of their Subsidiaries. “SEC” means the United States Securities and Exchange Commission. “Securities Act” has the meaning set forth in the Recitals. “Senior Note” means the Senior Note (or collectively, the “Senior Notes”) in the form attached as an exhibit to the Indenture, as amended, restated, supplemented or modified from time to time, and each Senior Note delivered in substitution or exchange for such Senior Note. “Senior Note Amount” has the meaning set forth in the Recitals. “Subsidiary” means, with respect to any Person, any corporation or entity (other than a trust) in which a majority of the outstanding equity interest is directly or indirectly owned by such Person. Exhibit 10.1

8 4867-1315-1193 v.5 (b) A certificate of existence of the Company issued by the State Department of Assessments and Taxation of the State of Maryland dated within five (5) business days of the date hereof; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company and any committee thereof authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; (f) The opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Company with respect to matters of New York and Federal law, dated as of the Closing Date, substantially in the form set forth at Exhibit C attached hereto addressed to the Purchasers; and (g) The opinion of Xxxxx Xxxxxxxxx, counsel to the Company with respect to matters of Maryland law, dated as of the Closing Date, substantially in the form set forth at Exhibit D attached hereto addressed to the Purchasers. 3.2.1.3 Other Documents. Such other certificates, affidavits, schedules, resolutions, notes and/or other documents which are provided for hereunder or as a Purchaser may reasonably request. 3.2.1.4 Aggregate Investments. Prior to, or contemporaneously with the Closing, each Purchaser shall have actually subscribed for the Senior Note Amount set forth on such Purchaser’s signature page. 3.2.2 Conditions to the Company’s Obligation. The obligation of the Company to consummate the sale of the Senior Notes and to effect the Closing is subject to: (i) with respect to a given Purchaser, delivery by or at the direction of such Purchaser to the Company of this Agreement and the Registration Rights Agreement, each duly authorized and executed by such Purchaser and (ii) the Company’s receipt of the Indenture, duly authorized and executed by the Trustee. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to each Purchaser that, except as disclosed in the Company’s Reports: 4.1 Organization and Authority. Exhibit 10.1

22 4867-1315-1193 v.5 7.6 Successors and Assigns. This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except that, unless a Purchaser consents in writing, no assignment made by the Company in violation of this Agreement shall be effective or confer any rights on any purported assignee of the Company. The term “successors and assigns” will not include a purchaser of any of the Senior Notes from any Purchaser merely because of such purchase. 7.7 No Joint Venture. Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of a Purchaser, shall be deemed to make a Purchaser a partner or joint venturer with the Company. 7.8 Documentation. All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to a Purchaser shall be in form and substance reasonably satisfactory to such Purchaser. 7.9 Entire Agreement. This Agreement, the Indenture, the Registration Rights Agreement and the Senior Notes along with any exhibits thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement, the Indenture, the Registration Rights Agreement or in the Senior Notes. 7.10 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its laws or principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law). 7.11 No Third Party Beneficiary. This Agreement is made for the sole benefit of the Company and the Purchasers, and no other Person shall be deemed to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder; provided, that the Placement Agents may rely on the representations and warranties contained herein to the same extent as if they were a party to this Agreement. 7.12 Legal Tender of United States. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts. 7.13 Captions; Counterparts. Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law), such signature shall create a valid and binding obligation of the party executing (or on whose behalf Exhibit 10.1

24 4867-1315-1193 v.5 IN WITNESS WHEREOF, the Company has caused this Senior Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written. COMPANY: EAGLE BANCORP, INC. By: Name: Xxxxx X. Xxxx Title: Chief Executive Officer By: Name: Xxxx X. Xxxxxx Title: Chief Financial Officer Exhibit 10.1

25 4867-1315-1193 v.5 IN WITNESS WHEREOF, the Purchaser has caused this Senior Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written. PURCHASER: [INSERT PURCHASER’S NAME] By: Name: [●] Title: [●] Address of Purchaser: [●] Principal Amount of Purchased Senior Note: $[●] Accredited Investor Type: Institutional: ___ Individual: ___ Status as a QIB: Yes: ___ No: ___ Exhibit 10.1

A-1 4867-1315-1193 v.5 EXHIBIT A REGISTRATION RIGHTS AGREEMENT Exhibit 10.1

B-1 4867-1315-1193 v.5 EXHIBIT B INDENTURE Exhibit 10.1

C-1 4867-1315-1193 v.5 EXHIBIT C OPINION OF XXXXXXXX & XXXXXXXX LLP Exhibit 10.1

D-1 4867-1315-1193 v.5 EXHIBIT D OPINION OF MARYLAND COUNSEL Exhibit 10.1