BSJ Shareholders' Agreement (2024)

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Agreement”), by and among BSJ Bancshares, Inc., a corporation organized under the laws of the State of Louisiana (“Company”), and each of the persons made a party to this Agreement (each a “Shareholder” and collectively the “Shareholders”), is made effective as of the Effective Date. RECITALS WHEREAS, the Company and its Shareholders are parties to that certain Shareholders’ Agreement, dated as of December 12, 2012, which was adopted in connection with the Company’s election to be taxed as a Subchapter S corporation for federal income taxes purposes for the purposes of protecting and preserving its ability to maintain its qualification as a Subchapter S corporation; and WHEREAS, the Shareholders, by the requisite vote, have authorized and approved the amendments contemplated by, and the restatement of, the Agreement as provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Definitions. In this Agreement, except as the context may otherwise require, the following terms have the meanings set forth below: (a) “Agreement” has the meaning set forth in the preamble. (b) “Board” means the Board of Directors of the Company. (c) “Business Day” means any day other than a Saturday, a Sunday or a day on which Cross Keys Bank is substantially closed for business. (d) “Code” means the Internal Revenue Code of 1986, as amended. (e) “Common Stock” means the common stock of the Company or any interest in that common stock. (f) “Company” has the meaning set forth in the preamble. (g) “Company Reply” has the meaning set forth in Section 3(b). (h) “Eligible Shareholder” means a person, trust or other entity, that is eligible to be a shareholder of an S Corporation under the Code and the regulations promulgated thereunder; provided, however, that a minor is not an Eligible Shareholder. For purposes of clarity, although a minor is not an Eligible Shareholder and, thus, may not directly own shares of Common Stock, a minor may own a beneficial interest in Common Stock indirectly through a trust that qualifies as an Eligible Shareholder. The estate of a deceased Shareholder will cease to be an Eligible Shareholder on the third anniversary of the death of the Shareholder, unless the Board expressly determines to extend this period as to such estate. (i) “Effective Date” means January 9, 2024. (j) “Exercise Notice” has the meaning set forth in Section 6(d).

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(k)

“Exercising Party” has the meaning set forth in Section 6(d).

(l) “Fair Value” of a share of Common Stock means the appraised value of the Common Stock as determined by the most recent (not older than 12 months) appraisal by an independent, qualified investment banking firm or financial consultant satisfactory to the Board in its sole discretion, using valuation methodologies that the appraiser deems reasonable. If no Fair Value exists, and the parties do not otherwise agree on a Fair Value through arm’s-length negotiations, either party may elect to have the Fair Value determined, in which case the Board will select an independent, qualified investment banking firm or financial consultant to determine the Fair Value. In that case, the costs of the appraisal would be borne equally by the Company and the Transferring Shareholder unless otherwise agreed upon in writing prior to the determination. (m) A “Family Group” means, in each case, the members of a particular family group that (i) are eligible to be treated as a single shareholder under section 1361(c)(1) of the Code, and (ii) are expressly designated in writing as part of a Family Group by the Board. The determination of what constitutes a Family Group will be made by the Board. (n) “Minimum Ownership Amount” means 600 shares of Common Stock; provided, however, that in the event of any pro rata increase or decrease in the outstanding shares of Common Stock by reason of any stock dividend, stock split, reverse stock split or other similar corporate action, the Minimum Ownership Amount will automatically be increased or decreased, as appropriate, in an amount proportionate to the change in the number of outstanding shares of Common Stock. (o) “Offered Shares” has the meaning set forth in Section 3(a). (p) “Permitted Person” means (i) an existing shareholder of the Company, (ii) a person who is a member of the Transferring Shareholder’s Family Group, (iii) a trust formed exclusively for the benefit of the Transferring Shareholder or one or more person(s) described in clause (i) or (ii) above, (iv) the Company or its assignee, or (v) in the sole discretion of the Board, any other Eligible Shareholder. The determination of who constitutes a Permitted Person will be made by the Board. (q) “Permitted Transfer” means any Transfer other than a Prohibited Transfer. (r) “Prohibited Transfer” means any Transfer that (i) would be to a person other than a Permitted Person, (ii) would not comply with the provisions of this Agreement, (iii) would be to a person which is not an Eligible Shareholder, (iv) would result in a Transfer to more than one person to be held jointly of record as shareholders, other than shares owned jointly by a husband and wife, (v) would result in the ownership of fractional shares of Common Stock by the Transferring Shareholder or the Proposed Transferee, or (vi) would cause, or would create a material risk of causing, the Company to be ineligible to be an S Corporation. In addition to the foregoing, a Transfer will be a “Prohibited Transfer” if, after giving effect to the Proposed Transfer, (1) the Proposed Transferee would not own of record, individually or together with his or her spouse, at least the Minimum Ownership Amount, unless the Proposed Transferee is an employee of the Bank, and a record shareholder of the Company, as of the date of the Proposed Transfer, or (2) the Transferring Shareholder would own less than the Minimum Ownership Amount, unless the Proposed Transfer terminated the interest of the Transferring Shareholder in the Company. A Proposed Transfer to a usufruct will be deemed a “Prohibited Transfer” unless the usufructuary and each naked owner are Eligible Shareholders. The determination of what constitutes a Prohibited Transfer will be made by the Board. For purposes of clarity and without limiting the Board’s discretion hereunder, the Board may determine that a Proposed Transfer that would increase the number of shareholders of the Company at any time, calculated for an S Corporation as provided in section 1361

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of the Code, would, for that reason alone, create a material risk of causing the Company to be ineligible to be an S Corporation. (s) “Proposed Transfer” has the meaning set forth in Section 3(a). (t) “Proposed Transferee” means, with respect to any Proposed Transfer, the party to whom the Transferring Shareholder’s shares of Common Stock are proposed to be transferred. (u) “Purchase Price” has the meaning set forth in Section 6(a). (v) “Purchase Right” has the meaning set forth in Section 6. (w) “S Corporation” means an “S corporation” within the meaning of section 1361 of the Code. (x) “Shareholder(s)” has the meaning set forth in the preamble. (y) “Shareholder Reply” has the meaning set forth in Section 5. (z) “Transfer” means any disposition of Common Stock or any interest in Common Stock including, without limitation, by sale, gift, bequest or devise, or under an agreement or settlement, or by operation of law or as a result of a court order or proceeding (including, by way of example and not limitation, bankruptcy and divorce), and specifically includes (i) the transfer or succession of a beneficial interest within a trust to any beneficiary, (ii) a pledge of or grant of a security interest in Common Stock, (iii) the transfer of an interest in shares of Common Stock to a successive usufructuary, or (iv) the restoration of full ownership of shares held in usufruct in one or more naked owners upon the termination of a usufruct. A Transfer will be deemed to have occurred upon the entry of a decree of divorce of a Shareholder (and, in the event that the former spouses continue to hold the Common Stock jointly following the decree of divorce, will be deemed to have occurred regardless of whether the divorce results in a disposition of Common Stock or any interest in Common Stock). For purposes of this definition, upon the death of a Shareholder, a Transfer will not be deemed to have occurred with respect to Common Stock solely by reason of the appointment of an executor, administrator or personal representative to administer the estate of the deceased Shareholder, as long as the shares of Common Stock continue to be held by the estate of the deceased Shareholder and the estate remains an Eligible Shareholder. However, any disposition of Common Stock from the estate of a deceased Shareholder, whether by operation of law or court order, will constitute a Transfer. (aa) “Transfer Date” has the meaning set forth in Section 6(e). (bb) “Transfer Notice” has the meaning set forth in Section 3(a). (cc) “Transferring Shareholder” means a Shareholder proposing to effect a Transfer. 2. Restriction on Transfers. (a) No Shareholder will make or effect a Prohibited Transfer of all or any part of his shares of Common Stock, whether now owned or hereafter acquired; and no Shareholder will make or effect any Transfer (including a Permitted Transfer) of all or any part of his shares of Common Stock, whether now owned or hereafter acquired, except in accordance with the provisions of this Agreement.

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(b) Any purported or attempted Transfer (whether by operation of law, by court order or otherwise) not made in compliance with this Agreement will be void ab initio as against the Company, and the Company will not recognize the purported transferee as a Shareholder of the Company for any purpose, including, without limitation, the accrual or payment of dividends or other distributions and the exercise of voting rights. In addition, the attempted or purported Transfer will be deemed to be a Prohibited Transfer, and except as otherwise agreed upon in writing by the Company, the shares subject to the attempted or purported Transfer will immediately become subject to the Purchase Right procedures set forth in Section 6. For purposes of those provisions, the shares subject to the attempted or purported Transfer will constitute the Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. (c) Notwithstanding anything in this Agreement to the contrary, if any Shareholder for any reason ceases to be an Eligible Shareholder, then immediately and without any action by the Shareholder or any other person, the Shareholder will be deemed to have sold all of his shares of Common Stock to the Company. Except as otherwise agreed in writing by the Company, this sale will be deemed to have occurred immediately prior to the event by which the Shareholders ceases to be an Eligible Shareholder, regardless of whether the Shareholder or the Company had any actual knowledge as of the date of transfer that the Shareholder would no longer be an Eligible Shareholder and regardless of whether the Purchase Price had been paid as of the date of the deemed sale. Although the sale will be deemed to have occurred as described above, in the event that the Company does not desire to retain all of the shares of Common Stock that were deemed sold, the Company may assign or allocate to one or more persons, including the other Shareholders, the obligation to pay the Purchase Price with respect to those shares (and the Company’s corresponding rights in those shares). For purposes of this Section 2(c) and, to the extent applicable, Section 6, the shares of Common Stock that were deemed sold will constitute the Offered Shares and the Purchase Price will be equal to the Fair Value of the Offered Shares. Neither the Company nor any other person purchasing shares of Common Stock as a result of this Section 2(c) will be required to pay any interest on the Purchase Price between the date the deemed sale was executed and the date that the Purchase Price is paid, regardless of the length of time. 3. Notice of Proposed Transfer and Action by the Board. (a) Prior to making or effecting any Transfer to any person other than the Company, the Transferring Shareholder will inform the Company by notice in writing, substantially in the form of Exhibit A (“Transfer Notice”), of the Transferring Shareholder’s intent to Transfer (“Proposed Transfer”) all or any portion of his shares (“Offered Shares”) of Common Stock. The Transfer Notice must be dated and signed by the Transferring Shareholder and contain all relevant information regarding the Proposed Transfer including, but not limited to, the following: (i) the name and address of the Proposed Transferee; (ii) the number of shares of Common Stock proposed or intended to be transferred; (iii) all other terms and conditions of the Proposed Transfer; and (iv) reasonable detail as to why the Proposed Transfer qualifies as a Permitted Transfer, including evidence sufficient to document that the Proposed Transferee is an Eligible Shareholder. (b) Within 35 calendar days following receipt of the Transfer Notice, the Company will advise the Transferring Shareholder in writing, substantially in the form of Exhibit B (“Company Reply”), whether the Proposed Transfer is a Permitted Transfer or a Prohibited Transfer. 4. Permitted Transfers. If the Board determines that the Proposed Transfer is a Permitted Transfer, and the Proposed Transferee is not already a party to this Agreement, the Company will deliver a copy of this Agreement to the Proposed Transferee along with a request that the Proposed Transferee join as a party to this Agreement. No Permitted Transfer will be effective unless and until the Company has received a counterpart of this Agreement executed by the Proposed Transferee and his spouse, if any,

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and any and all consents and other instruments and documentation requested by the Company to enable it to maintain, confirm and protect its status as an S Corporation. If the Proposed Transferee is a trust, no Permitted Transfer will be effective unless and until the Company has received a legally binding counterpart of this Agreement executed by the trustee, the trust has made any required filing with the Internal Revenue Service to hold S corporation stock, and the Company has received a copy of any such filing and any and all consents and other instruments and documentation requested by the Company to enable it to maintain, confirm and protect its status as an S Corporation. If the Proposed Transferee is a usufruct, no Permitted Transfer will be effective unless and until the Company has received a legally binding counterpart of this Agreement executed by the usufructuary and each naked owner (along with their respective spouses, if any). However, no counterpart of this Agreement will be required of any party who has previously executed a counterpart of this Agreement. After execution of a counterpart of this Agreement, the Proposed Transferee will thereafter be considered a “Shareholder” for all purposes of this Agreement and, as a result, be bound by the terms and subject to the conditions contained in this Agreement. No Permitted Transfer will be effective (and, if attempted, will be void ab initio ) if consummated in a manner materially different, as determined by the Board, from the Proposed Transfer described in the Transfer Notice. 5. Prohibited Transfers. If the Board determines that the Proposed Transfer is not a Permitted Transfer, then the Company Reply will also include the Fair Value of the Offered Shares, if one exists at the time, and the Transferring Shareholder will be entitled to Transfer the Offered Shares under the Purchase Right procedures set forth in Section 6, or retain the Offered Shares. If no Fair Value exists at the time and the parties do not elect to have the Fair Value determined, or if the Transferring Shareholder fails to notify the Company in writing, substantially in the form of Exhibit C (“Shareholder Reply”), of his intention to Transfer the Offered Shares under the Purchase Right procedures set forth in Section 6, then the Transferring Shareholder will be deemed to be no longer pursuing the Proposed Transfer and will retain the Offered Shares. 6. Purchase Right. In the event of a Prohibited Transfer (deemed or otherwise) that becomes subject to the provisions of this Section 6, the Company will have the right to purchase (“Purchase Right”) the Offered Shares on the terms and conditions set forth below: (a) The purchase price for the Offered Shares (“Purchase Price”) will be the Fair Value, less any cash distributions (other than tax distributions) with respect to the Offered Shares that are paid or payable after the date the Purchase Price is determined to Shareholders of record as of a date prior to the Transfer Date. If a stock dividend or stock split becomes payable after the Purchase Price is determined but before the Transfer Date, any shares received with respect to the Offered Shares by the Transferring Shareholder resulting from the stock split or stock dividend will be treated as part of the Offered Shares being transferred. (b) If a reclassification, reorganization, merger or consolidation occurs after the Purchase Price is determined but before the Transfer Date, any shares received as a result of such occurrence with respect to the Offered Shares will be treated the same as the Offered Shares being transferred. (c) If the Company determines not to exercise its Purchase Right with respect to any or all of the Offered Shares, the Company will have the right to assign its Purchase Right with respect to any remaining Offered Shares to one or more assignees, including to the remaining Shareholders (on a pro rata or any other basis as the Board determines). (d) If the Company or any other party to whom the Purchase Right has been assigned (“Exercising Party”) determines to exercise its Purchase Right, then within 75 calendar days following the Company’s receipt of the Transfer Notice or other actual notice of any attempted or purported Transfer,

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the Company will deliver to the Transferring Shareholder notice that the Purchase Right is being exercised substantially in the form of Exhibit D to this Agreement (“Exercise Notice”). The Exercise Notice will specify (i) the Purchase Price for the Offered Shares, (ii) the number of Offered Shares that each Exercising Party will acquire, and (iii) the place where certificates for the shares are to be surrendered for payment of the Purchase Price; provided, however, that any lapse of time due to an appraisal to calculate the Fair Value will be disregarded in the computation of time frames in this Agreement. (e) The effective date of the Transfer of the Offered Shares (“Transfer Date”) will occur on a date mutually agreed upon by the Transferring Shareholder and the Company within 15 calendar days following the date of the Exercise Notice. However, if the Company or an Exercising Party is prevented from consummating the purchase of the Offered Shares because of any action or threatened action by any court, regulatory agency or governmental authority, because any required approval by any court, regulatory agency or governmental authority has not been obtained, or any required waiting period have not been satisfied, then the Transfer Date will be delayed until a date mutually agreed upon by the Transferring Shareholder and the Company that is not more than 15 calendar days after the actions or threatened actions are withdrawn or resolved, all approvals have been obtained and all required waiting periods have been satisfied. The Company and each Exercising Party will use all reasonable best efforts to obtain any necessary regulatory approval as promptly as possible. On the Transfer Date, the Transferring Shareholder will deliver to the Company certificates representing the Offered Shares, free and clear of all claims, liens and encumbrances, and in proper form for registration of transfer on the books and records of the Company to each Exercising Party, and each Exercising Party will pay in cash to the Transferring Shareholder the Purchase Price for the Offered Shares. All shares Transferred will continue to remain subject to the terms and conditions of this Agreement. (f) If the Purchase Right has not been exercised with respect to all of the Offered Shares, the Transferring Shareholder may notify the Company in writing at any time before the Transfer Date that he intends to retain all of the Offered Shares. In that case, none of the Offered Shares will be Transferred in accordance with the Purchase Right provisions, and the Offered Shares will thereafter remain subject to the terms and conditions of this Agreement. 7. Delegation of Authority; Effect of Determinations. The Board may delegate any of its powers and duties under this Agreement to one or more officers of the Company in accordance with guidelines established by the Board from time to time. All decisions, determinations, actions and interpretations of the Board (or its delegate) in the administration of this Agreement lie with the Board (or its delegate) within its sole and absolute discretion and will be final, conclusive and binding on all parties concerned, except that the Board may, in its sole and absolute discretion, overrule an action, decision, determination or interpretation of a person to whom it has delegated authority. The Board may require representations, documentation, legal opinions and other information and assurances from any Shareholder, Proposed Transferee or other person deemed necessary or appropriate by the Board to exercise its authority and discretion as provided under this Agreement and may consult with counsel. In the event that any costs or expenses (including, but not limited to, the professional fees of accountants or lawyers engaged by the Company) are incurred by the Company in connection with the review and determination by the Company of a Shareholder’s continuing eligibility under this Agreement, a Shareholder Transfer or Proposed Transfer, or any other matter relating to a Shareholder or Proposed Transfer within the scope of this Agreement, the Company will be entitled to reimbursement of those costs and expenses from the Transferring Shareholder. In furtherance of this reimbursement obligation, the Company may withhold an amount of distributions that would otherwise be payable to the Shareholder equal to the amount of the reimbursement obligation or condition the approval of a Proposed Transfer on the discharge of such reimbursement obligation. In the alternative, the Shareholder agrees that the Company may exercise its Purchase Right in accordance with the provisions of Section 6 with

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respect to the number of shares necessary to satisfy the reimbursement obligation. In that case, the shares will constitute the Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. The Company will remit to the Shareholder the excess of the Fair Value of the Offered Shares over the amount of the reimbursement obligation. 8. Pledge of Common Stock. For purposes of this Agreement, a pledge or encumbrance of or grant of a security interest in all or any portion of the shares of Common Stock held by any Shareholder will not be considered a Prohibited Transfer unless the Board determines that the terms of the pledge would cause, or would create a material risk of causing, the Company to be ineligible to be an S Corporation. However, any attempt by a pledgee or secured party to register Common Stock in its own name or in the name of a nominee or to transfer Common Stock to any other party will constitute a Transfer subject to all of the provisions of this Agreement, including the restriction against Prohibited Transfers. Furthermore, the affected Shareholder will, not less than 15 calendar days prior to pledging, encumbering or granting a security interest in any shares of Common Stock, provide notice to the Company of the proposed pledge, encumbrance or other security interest (substantially in the form of Exhibit E), and concurrently with the pledge, encumbrance or grant of a security interest, will furnish the Company with the pledgee’s or secured party’s agreement in writing (substantially in the form of Exhibit F) that any sale or other disposition of the shares of Common Stock will be subject to all of the terms and conditions contained in this Agreement. 9. Notices. Any notice or communication under this Agreement must be in writing and may be given by personal delivery, overnight courier, U.S. Mail or registered or certified mail to the applicable party at the address set forth below: (a) if given to the Company, at the Company’s mailing address set forth below (or any other address for notice that the Company may provide to the Shareholders by like notice): By Hand Delivery By U.S. Mail BSJ Bancshares, Inc. BSJ Bancshares, Inc. 307 Plank Road P.O. Box 7 St. Joseph, Louisiana 71366 St. Joseph, Louisiana 71366 Attention: President Attention: President (b) if given to a Shareholder, at the address set forth in the books and records of the Company. 10. If notice is given by registered or certified mail, it will be deemed to have been given and received three (3) Business Days after a registered or certified letter containing the notice, properly addressed with postage prepaid, is deposited in the United States mail. If notice is given in any other manner, it will be deemed to have been given when delivered to and received by the party to whom addressed. Any notice to the Company will be directed to the President of the Company unless the notifying party is the President, in which case the notice will be directed to another duly authorized officer of the Company. When this Agreement provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Shareholders will be filed with the Secretary of the Company, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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11. Legends. Each certificate representing shares of Common Stock will be endorsed with the legends substantially as follows: On the face of each certificate: SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE. On the back of each certificate: THE SHARES REPRESENTED BY THIS CERTIFICATE, AND THE TRANSFER AND PLEDGE OF THOSE SHARES, ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN THE CORPORATION AND EACH OF ITS SHAREHOLDERS. THE CORPORATION WILL FURNISH A COPY OF THE AGREEMENT WITHOUT CHARGE TO THE RECORD HOLDER OF THIS CERTIFICATE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. 12. Limitation of Liability; Indemnification. To the fullest extent permitted by the corporation laws of the State of Louisiana, as amended from time to time: (a) Neither the Company, nor any officer, director or agent of the Company nor any affiliate of the Company, will have any liability to the Shareholders in any way arising from or related to any action taken or determination made under this Agreement, except in the case of the bad faith or willful misconduct of the Company, officer, director or agent, as applicable; and (b) the Company will indemnify and hold harmless each officer and director of the Company from and against any liability, claim or expense arising as a result of any action taken or determination made under this Agreement (except in the case of bad faith or willful misconduct of the officer or director) and will advance expenses incurred by officers or directors in connection with any proceeding relating to the action or determination. No repeal or amendment of this Section 12 will limit its effect with respect to any act or omission of a person occurring prior to the repeal or amendment. 13. Representations and Covenants of Shareholders. (a) Each Shareholder represents and warrants to the Company and to the other Shareholders that it is an Eligible Shareholder. Each Shareholder who is an individual further represents and warrants that he exclusively owns, controls and has the power to vote the shares of Common Stock held of record by him. For each Shareholder that is a trust, the undersigned trustee or deemed owner is duly authorized to execute this Agreement on behalf of the trust and owns, controls and has all requisite power and authority to bind the trust under the trust instrument. The trustee or deemed owner further represents that the Shareholder that is a trust exclusively owns the shares of the Common Stock held of record by the trust. Irrespective of the type of shareholder, the undersigned Shareholder agrees to provide to the Company, promptly upon request, at any time or from time to time, evidence sufficient for the Company to document the ownership and eligibility of the Shareholder. (b) It is the intent of the parties to this Agreement to qualify and maintain the qualification of the Company as an S Corporation until the Company’s Subchapter S election is revoked in accordance

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with applicable law and this Agreement. No Shareholder will take any action or fail to take any action that, in either case, would (i) cause the termination of the Company’s status as an S Corporation prior to its revocation or result in a Prohibited Transfer. (c) In connection with any Transfer under this Agreement, the Transferring Shareholder and the transferee of the shares will do all things and execute and deliver all documents and make all transfers as may be necessary to consummate the Transfer in accordance with the applicable provisions of this Agreement. (d) This Agreement has been duly executed and delivered by the Shareholder and is a duly, authorized, valid, legally binding and enforceable obligation of the Shareholder. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under any material agreement, indenture, lien, charge, encumbrance or undertaking to which the Shareholder is a party or the Shareholder’s Common Stock is subject. (e) Each Shareholder agrees to give prompt notice in writing to the Company of any fact, event or circumstance that (i) would make untrue at any time any representation or warranty made by the Shareholder under this Agreement, (ii) would be reasonably likely to result in the Shareholder ceasing to be an Eligible Shareholder, or (iii) would be reasonably expected to cause or constitute a breach or other violation by the Shareholder of any provision of this Agreement. (f) Each Shareholder represents, warrants and covenants that he will pay all taxes lawfully due to all taxing authorities in connection with his ownership of Common Stock as and when due, unless he is contesting the payment of those taxes in good faith in accordance with appropriate procedures. Each Shareholder further agrees to indemnify, hold harmless and, upon request, defend the Company and each of the other Shareholders from any and all liability, loss, cost, expense, assessment, interest or penalty as a result of his failure to pay all taxes lawfully due. If the Company is assessed or otherwise made liable for the payment of any taxes, interest and/or penalties due to any taxing authority by a Shareholder or incurs any expenses in connection with any claim involving the foregoing, the Company will be entitled to recover those costs and expenses from the Shareholder. In furtherance of this reimbursement obligation, Shareholder agrees that the Company may exercise its Purchase Right in accordance with the provisions of Section 6 with respect to the number of shares necessary to satisfy the reimbursement obligation. In that case, the shares will constitute the Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. The Company will remit to the Shareholder the excess of the Fair Value of the Offered Shares over the amount of the reimbursement obligation. In the alternative, the Company may withhold an amount of distributions that would otherwise be payable to the Shareholder equal to the amount of the reimbursement obligation. (g) In the event of an inadvertent termination of the Company’s status as an S Corporation, unless the Board determines that the Company’s status as an S Corporation should not be continued, the Shareholders agree to use their best efforts to obtain from the Internal Revenue Service a waiver of the terminating event on the grounds of inadvertency. The Shareholders further agree to take any steps, and make any adjustments, as may be required under section 1362(f)(3) and (4) of the Code or otherwise to cure the inadvertent termination. In the event that any costs or expenses (including, but not limited to, the professional fees of accountants or lawyers engaged by the Company) are incurred by the Company as a result of, in response to or in furtherance of the remediation of a termination event, the Company will be entitled to recover those costs and expenses from any Shareholder whose failure to comply with this Agreement was a cause of the termination event. In furtherance of this reimbursement obligation, the Shareholder agrees that the Company may exercise its Purchase Right in accordance with the provisions of Section 6 with respect to the number of shares necessary to satisfy the reimbursement obligation. In

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that case, the shares will constitute the Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. The Company will remit to the Shareholder the excess of the Fair Value of the Offered Shares over the amount of the reimbursement obligation. In the alternative, the Company may withhold an amount of distributions that would otherwise be payable to the Shareholder equal to the amount of the reimbursement obligation. If the inadvertent termination is not waived by the Internal Revenue Service and the Company’s status as an S Corporation is permanently terminated, the Shareholders agree to make the election under section 1362(e)(3) of the Code upon written request of the Company. (h) In addition to any other damages which may be assessed against a person for breach of this Agreement, any person who willfully and intentionally breaches this Agreement will be liable to the Company, its officers and directors, the Shareholders, their spouses and the transferees or successors of a Shareholder, or spouse of a Shareholder for any and all losses, claims, damages, liabilities or additional taxes or assessments resulting, directly or indirectly, from the breach, including any legal or other expenses reasonably incurred in connection with investigating or defending the loss, claim or damage. 14. Revocation of Subchapter S Election; Amendment and Termination of Agreement. (a) Upon the Board’s determination to revoke the Company’s Subchapter S election, each Shareholder and his or her spouse, if any, will execute any consents and other instruments and take such other actions requested by the Company to permit the Company to revoke its Subchapter S election, and each Shareholder and his or her spouse, if any, hereby appoints the Company, acting through one or more of its authorized officers, his or her agent and attorney in fact to execute any and all consents and other instruments and to take such other actions as may be deemed necessary or advisable to revoke the Company’s S Corporation status, and such power of attorney is irrevocable and deemed coupled with an interest. If a Shareholder fails to comply with the obligations described in the preceding sentence within a reasonable time following notice from the Company, the Shareholder agrees that his shares will become subject to the purchase provisions set forth in Section 6, and the shares will be deemed to be Offered Shares and the Purchase Price will be the Fair Value of the Offered Shares. (b) This Agreement may be amended or terminated upon the consent of Shareholders owning at least a majority of the issued and outstanding Common Stock. In the event that the Company’s election to be taxed as an S Corporation is terminated for any reason, this Agreement may also be terminated by resolution of the Board. In addition, this Agreement will automatically terminate as of the calendar day immediately prior to the 25th anniversary of the Effective Date. The termination of this Agreement will not relieve any party hereto from any liability for any breach or violation of the Agreement that occurred prior to the termination. 15. Miscellaneous Provisions. (a) This Agreement is applicable to all shares of or beneficial interest in shares of Common Stock now owned or hereafter acquired by a Shareholder, and is binding upon and inures to the benefit of the Company and its successors and assigns. For purposes of clarity, the Agreement will remain in effect and will continue to apply to Common Stock hereafter acquired by a Shareholder, even if those shares are acquired following a period of time in which the Shareholder ceased to have an interest in Common Stock, except that the Shareholder’s rights and obligations under this Agreement will be suspended during any period of time in which Shareholder ceased to have an interest in Common Stock. This Agreement is binding upon and inures to the benefit of each Shareholder and his heirs, legatees, legal representatives, successors and permitted assigns, and any receiver trustee in bankruptcy or representative of the creditors of each such person. Except as specifically permitted herein, no Shareholder may assign his rights or obligations under this Agreement. Any assignment in violation of the foregoing will be null and void.

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(b) Nothing in this Agreement will be deemed to limit or restrict the ability of the Company to issue or sell shares of Common Stock to any person, provided that (i) the person to whom such shares are issued or sold is an Eligible Shareholder; and (ii) the Company has received a counterpart of this Agreement executed by such person and his or her spouse, if any. (c) If any provision of this Agreement is held to be illegal, invalid or unenforceable in any respect, that provision will be fully severable, this Agreement will be construed and enforced as if that illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. In lieu of the illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to that illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only as broad as is enforceable. (d) The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions of this Agreement. All references to the preamble, the recitals, a Section or an Exhibit will be to the preamble or recitals of, a Section of, or an Exhibit to, this Agreement unless otherwise indicated. In this Agreement, each use of the masculine, neuter or feminine gender will be deemed to include the other genders, and each use of the plural will include the singular, and vice versa, in each case as the context requires. Any agreement, instrument, statute or regulation that is defined or referenced in this Agreement, or in any agreement or instrument referenced in this Agreement, means the agreement, instrument, statute or regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes or regulations) by succession of comparable successor statutes or regulations. References to a person are also to its successors and permitted assigns, and references to the Code, or a section of the Code, are also to any regulations promulgated under the Code or, as applicable, under a particular section of the Code. (e) By executing this Agreement, the spouse of each Shareholder avows that any community property interest which he may have, or may subsequently acquire, in any shares of Common Stock of his spouse will be subject to the terms and conditions of this Agreement and further consents to be bound by all of the terms and conditions of this Agreement. (f) This Agreement may be executed in a number of counterparts, each of which will be deemed to be an original, and all counterparts so executed by the parties, whether or not the counterpart bears the execution of each of the parties, will be deemed to be one and the same Agreement. An electronic transmission of a signed counterpart of this Agreement will be sufficient to bind the party or parties whose signature(s) appear thereon. (g) Nothing in this Agreement will limit the Company’s ability to repurchase shares of its Common Stock at any time or to assign that right to any other person that is an Eligible Shareholder. (h) Any party to this Agreement may extend the time for the performance of any of the obligations or other acts of another party, or waive any provision of or remedy under this Agreement with respect to another party; provided, however, that a waiver by one Shareholder will only operate as a waiver as to that particular Shareholder (and not by all Shareholders) and a waiver by the Company of a provision in favor of the Company and the other Shareholders will operate as a waiver as to the Company and the Shareholders. However, an extension or waiver will be valid only if set forth in a written instrument signed by the party effecting the extension or waiver, and no party will by any other act be deemed to have effected an extension or waiver under this Agreement or acquiesced in any breach of the

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terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising, any right, power or privilege under this Agreement by any party will operate as a waiver, and no single or partial exercise of any right, power or privilege under this Agreement will preclude any other or further exercise of that right, power or privilege, or the exercise of any other right, power or privilege. A waiver of any party of any right or remedy on any one occasion will not be construed as a bar to any right or remedy that the party would otherwise have on any future occasion or to any right or remedy that any other party may have under this Agreement. (i) Each party to this Agreement acknowledges that the other parties would be irreparably harmed and would not have an adequate remedy at law for money damages in the event that any of the obligations contained in this Agreement were not performed in accordance with its terms or otherwise were materially breached. Therefore, each party agrees that, without the necessity of proving actual damages or posting bond or other security, any other party to this Agreement will be entitled to temporary or permanent injunction or injunctions to prevent breaches of performance and to specific performance of those obligations in addition to any other remedy to which he may be entitled, at law or in equity. (j) In any case where the date fixed for any action or event under this Agreement is a day that is not a Business Day, the action or event will be made on the next succeeding Business Day with the same force and effect as if made on the date originally fixed for the action or event (and without any interest or other payment in respect of any delay). (k) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES SUBJECT TO THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES IRREVOCABLY AGREE THAT VENUE FOR THE DISPUTE WILL LIE IN A COURT OF COMPETENT JURISDICTION IN TENSAS PARISH, LOUISIANA. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT. (l) This Agreement, including its exhibits, sets forth the entire understanding between the parties, a complete allocation of risks between them and a complete and exclusive statement of the representations, arrangements, undertakings, terms and conditions of their agreement concerning the subject matter of this Agreement. This Agreement supersedes any and all prior agreements, whether oral or written, that may exist among the parties concerning the subject matter of this Agreement.

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the Effective Date. COMPANY: BSJ BANCSHARES, INC.

By:

Benjamin M. Watson President

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