Catalyst Bancorp Inc — 8-K exhibit

Exhibit 2.1

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AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER

by and among

CATALYST BANCORP, INC.,

CATALYST BANK,

LAKESIDE BANCSHARES, INC.

and

LAKESIDE BANK

Dated as of April 7, 2026

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Table of Contents

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EXHIBITS:

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Exhibit A-1-Form of Shareholder Support Agreement

Exhibit A-2-Form of Restrictive Covenant Agreement

Exhibit B-Form of Share Exchange Agreement

Exhibit C-Corporate Merger Agreement

Exhibit D-Bank Merger Agreement

Exhibit E  -Amendment to Change in Control Agreement

AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER

This AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER, dated as of April 7, 2026 (this “Agreement”), is made by and between Lakeside Bancshares, Inc., a Louisiana corporation (“LBI”), and Lakeside Bank, a Louisiana banking corporation (“Lakeside”), on the one hand, and Catalyst Bancorp, Inc., a Louisiana corporation (“CBI”), and Catalyst Bank, a federally-chartered savings bank (“Catalyst”), on the other hand.

RECITALS:

WHEREAS, the boards of directors of CBI and LBI each have approved, and deem it advisable and in the best interests of their respective corporations and shareholders to consummate the strategic business combination transaction provided for herein in which LBI will, subject to the terms and conditions set forth herein, be acquired by CBI by statutory share exchange (the “Share Exchange”) and then immediately thereafter merge with and into CBI (the “Corporate Merger”), with CBI as the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”) in the Corporate Merger;

WHEREAS, the boards of directors of Catalyst and Lakeside each have approved, and deem it advisable and in the best interests of their respective corporations and respective sole shareholders to consummate the strategic business combination transaction provided for herein in which Lakeside will, subject to the terms and conditions set forth herein, merge with and into Catalyst (the “Bank Merger”), with Catalyst as the surviving banking corporation (hereinafter sometimes referred to in such capacity as the “Surviving Bank”) in the Bank Merger;

WHEREAS, for U.S. federal income tax purposes, the parties intend (1) that the Share Exchange will be treated as if holders of shares of LBI Common Stock (as defined in Section 2.3 herein) sold their interests therein solely in exchange for cash in a taxable stock sale by such holders of shares of LBI Common Stock to CBI for federal and, if applicable, state and local income Tax purposes, (2) that the Corporate Merger will qualify as a “complete liquidation” of LBI with and into CBI within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), (3) that the Bank Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (such intent, collectively, the “Intended Tax Treatment”), and (4) for this Agreement to be, and this Agreement is adopted as, a “plan of liquidation” for purposes of Section 332 of the Code with respect to the Corporate Merger and a “plan of reorganization” for purposes of Sections 354 and 361 of the Code with respect to the Bank Merger;

WHEREAS, as a material inducement and as additional consideration to CBI to enter into this Agreement, (i) each director of LBI and Lakeside owning shares of LBI Common Stock has entered into a shareholder support agreement with CBI dated as of the date hereof, the form of which is attached hereto as Exhibit A-1 (each a “Shareholder Support Agreement” and, collectively, the “Shareholder Support Agreements”), pursuant to which each such person has agreed, among other things, to vote all shares of LBI Common Stock owned by such person and which such person has the power to vote in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in this Agreement, and to refrain from transfers of any such shares of LBI Common Stock prior to the closing of the Share Exchange (the “Closing”), and (ii) non-employee directors of LBI and

Lakeside have entered into a Restrictive Covenant Agreement with CBI dated as of the date hereof to be effective as of the Effective Time, the form of which is attached hereto as Exhibit A-2; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Share Exchange, Corporate Merger and Bank Merger and also to prescribe certain conditions to the Share Exchange, Corporate Merger and Bank Merger;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

CBI and Catalyst, jointly and severally, hereby represent and warrant to LBI and Lakeside as follows:

the Federal Reserve System. Catalyst has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.  

and the OFI with respect to the Share Exchange, the Corporate Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any other federal, state or foreign agencies or regulatory (including self-regulatory) authorities (individually, a “Regulatory Agency” and collectively, the “Regulatory Agencies”) and approval or grant of such applications, filings and notices (the “Other Regulatory Approvals”), and (iii) the filing of the Articles of Share Exchange and Articles of Merger with the Louisiana Secretary pursuant to the LBCA, and the filing of the Bank Merger Certificates, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a “Governmental Entity”) or Regulatory Agency are necessary by CBI or Catalyst in connection with (A) the execution and delivery by CBI and Catalyst of this Agreement or (B) the consummation by CBI or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBI has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis. No consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by CBI or Catalyst in connection with (x) the execution and delivery by CBI and Catalyst of this Agreement or (y) the consummation by CBI or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).

ordered to pay any material civil monetary penalty by, or has been a recipient of any supervisory letter from or has adopted any board resolutions at the request of, any Regulatory Agency or other Governmental Entity, that, in each of any such cases, currently restricts in any material respect the consummation of the transactions contemplated by this Agreement (each, a “CBI Regulatory Agreement”), nor has CBI or any of its Subsidiaries been advised by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such CBI Regulatory Agreement.

Except as disclosed in the disclosure schedule (the “LBI Disclosure Schedule”) delivered by LBI to CBI prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV or to one or more of LBI’s covenants contained in Article V, provided, however, that, notwithstanding anything in this Agreement to the contrary, any disclosures made with respect to a section of this Article IV shall be deemed to qualify any other section of this Article IV (A) specifically referenced or cross-referenced or (B) to the extent it is reasonably apparent on its face from a reading of the disclosure that such disclosure applies to such section), LBI and Lakeside, jointly and severally, hereby represent and warrant to CBI and Catalyst as follows:

other transactions contemplated hereby (including the Bank Merger). As of the date hereof, LBI has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis.

As used in this Agreement, the term “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, social security, unemployment, severance, withholding, duties, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, fees, levies or like assessments together with all penalties and additions to tax and interest thereon.

present or former director, officer, employee or agent for indemnification from any of LBI or its Subsidiaries.

in Section 5.1 or Section 5.2 of the LBI Disclosure Schedule, required by law or as consented to in writing by CBI, in the case of LBI and Lakeside, or LBI, in the case of CBI and Catalyst (such consent in each case not to be unreasonably withheld, conditioned or delayed), (a) each of LBI and CBI shall, and shall cause their respective Subsidiaries to, conduct its business in the ordinary course in all material respects and consistent with past practice and prudent banking practice and use reasonable best efforts to maintain and preserve intact its business organization, their rights, franchise and other authorizations issued by Governmental Entities and their current relationships with customers, regulators, employees and other persons with whom they have business relationships, and (b) each of LBI and CBI shall, and shall cause their respective Subsidiaries to, take no action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

LBI agrees to promptly notify CBI if after the date hereof LBI or Lakeside makes or acquires any loan or issues a commitment (or renews or extends an existing commitment) for any loan relationship having total credit exposure to the applicable borrower (and its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $500,000, or amends, renews, restructures or modifies in any material respect any existing loan relationship, that would result in total credit exposure to the applicable borrower (and its affiliates), as calculated for applicable loan-to-one borrower regulatory limitations, in excess of $500,000.

Subject to any legal restrictions on the exercise of control by CBI or Catalyst prior to obtaining the approvals referred to in Section 7.1(b), upon receipt of a request from CBI, LBI and Lakeside agree to: (a) make any accounting adjustments or entries to their books of account and other financial records; (b) make additional provisions to Lakeside’s ACL; (c) sell or transfer any investment securities held by it; (d) charge-off any of its LBI Loans; (e) create any new reserve account or make additional provisions to any other existing reserve account; (f) make changes in any accounting method; (g) accelerate, defer or accrue any anticipated obligation, expense or income item; and (h) make any other adjustments that would affect the financial reporting of LBI or Lakeside after the Effective Time; provided, however, that, unless otherwise specified in this Agreement, LBI shall not be obligated to take any such requested action until after the Determination Date and immediately prior to the Effective Time; and provided further, that none of the actions taken by LBI or Lakeside if taken solely in compliance with this Section 5.1 will be taken in violation of GAAP or into account in calculating the Transaction Expenses unless otherwise required by GAAP.

Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3; provided, that with respect to any such amendment, the applicable notice period in this Section 6.3 shall be five (5) business days.

Agreement; and the officers and directors of the Surviving Corporation are fully authorized in the name of LBI or otherwise to take any and all such actions after the Effective Time.  

“280G Remedy”).  Any 280G Remedy shall be subject to CBI’s review and approval with such approval not to be unreasonably withheld.

The party desiring to terminate this Agreement pursuant to clause (b), (c), (d), (e), (f), (g), or (h) of this Section 8.1 shall give written notice of such termination to the other party in accordance with Section 9.4, specifying the provision or provisions hereof pursuant to which such termination is effected.  

CBI and LBI, which shall be as reasonably practicable after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof (other than those conditions that by their nature or terms can only be satisfied at the Closing and within forty five (45) days after receipt of the Requisite LBI Approval and Requisite Regulatory Approval, but subject to the satisfaction or waiver thereof) but , unless another date or time is agreed to by CBI and LBI.  On the Closing Date, the parties shall cause the Articles of Share Exchange and Articles of Merger to be filed with the Louisiana Secretary and the Bank Merger Certificates to be filed with the OCC and OFI.  

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The parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or

covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. Further, it is understood and agreed that the specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the LBI Disclosure Schedule is not intended to imply that such amounts or higher or lower amounts, or the items so included or other items, are or are not material or would have a Material Adverse Effect on LBI or CBI, as the case may be, and neither party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the LBI Disclosure Schedule in any dispute or controversy between the parties as to whether any obligation, item or matter not described in this Agreement or included in the LBI Disclosure Schedule is or is not material for purposes of this Agreement.

entire agreement among the parties and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.  

transactions contemplated hereby in accordance with applicable securities laws or the rules of OTCQX or NASDAQ.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above written.

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Annex A

Defined Terms

Capitalized terms used herein are defined in the provisions of the Agreement set forth below:

Defined Term​ ​Section

280G Remedy6.17

Acquisition Proposal6.10(d)

Adjusting Asset1.6(b)

affiliate9.5

Affordable Care Act4.12(c)

AgreementFirst Paragraph

Anti-Money Laundering Laws4.13(b)

Articles of Share Exchange1.3(a)

Articles of Merger1.3(b)

Bank MergerRecitals

Bank Merger Agreement1.2(b)

Bank Merger Certificates1.3(c)

BHC Act4.1(a)

BOLI4.21(b)

Brean3.4

Burdensome Condition6.1(b)

business day9.5

CatalystFirst Paragraph

Catalyst Articles1.8

Catalyst Bylaws1.9

Catalyst 401(k) Plan6.5(c)

CBIFirst Paragraph

CBI Articles1.8

CBI Bylaws1.9

CBI Capital Stock1.7

CBI Regulatory Agreement3.6

Certificate(s)2.2(a)

ClosingRecitals

Closing Date1.3(a)

CodeRecitals

Confidentiality Agreement6.2(b)

Contemplated Transactions1.6(d)

Continuing Employees 6.5(a)

Corporate MergerRecitals

Corporate Merger Agreement1.2(a)

CRA4.27

Defined Benefit Plan4.12(e)

Determination Date1.6(d)

Dissenting Shares1.6(a)

DOL4.12(b)

Effective Time1.3(a)

ERISA4.12(a)

Exchange Agent2.1

FDIA4.26

FDIC3.1

FRB3.3

GAAP1.6(d)

Governmental Entity3.3

HOLA3.1

Indemnified Parties6.6(a)

Intended Tax TreatmentRecitals

Intellectual Property4.20(a)

IRS4.10(e)

knowledge9.5

LakesideFirst Paragraph

Lakeside 401(k) Plan 6.5(c)

Lakeside Common Stock2.3

LBCA1.2(a)

LBIFirst Paragraph

LBI Adverse Recommendation Change6.3(a)

LBI Articles4.1(a)

LBI Benefit Plans4.12(a)

LBI Bylaws4.1(a)

LBI Common Stock4.2(a)

LBI Data4.20(b)

LBI Deferred Compensation Plans4.12(h)

LBI Derivative Contracts4.17

LBI Disclosure ScheduleArticle IV

LBI Equity Rights4.2(c)

LBI ERISA Affiliate4.12(a)

LBI Financial Statements4.6(a)

LBI Leased Real Property4.16(a)

LBI Leases4.16(a)

LBI Loan4.23(a)

LBI Material Contract4.14(a)

LBI Owned Real Property4.16(a)

LBI-Owned Software4.20(b)

LBI Preferred Stock4.2(a)

LBI Real Estate4.16(a)

LBI Regulatory Agreement4.15

LBI Retirement Plans6.5(c)

LBI Shareholders’ Meeting6.3(a)

Liens3.2(b)

Louisiana Secretary1.3(a)

Material Adverse Effect9.17

OFI1.3(c)

OCC1.3(c)

Other Regulatory Approvals3.3

Part 131.6(a)

Payments4.12(g)

PBGC4.12(b)

Permitted Liens4.16(c)

person9.5

Pre-Closing Dividend1.6(e)

Premium Cap6.6(b)

Prohibited Activity7.3(k)

Proxy Statement3.7

Regulatory Agency or Regulatory Agencies3.3

Representative6.10(a)

Requisite LBI Approval4.3(a)

Requisite Regulatory Approval7.1(b)

Sarbanes-Oxley Act4.13(a)

Share ExchangeRecitals

Share Exchange Agreement1.1(a)

Share Exchange Consideration1.6(a)

Shareholder Support AgreementsRecitals

Software4.20(a)

SRO3.3

Subsidiary or Subsidiaries4.1(c)

Superior Proposal6.10(d)

Surviving BankRecitals

Surviving CorporationRecitals

Takeover Statutes4.30

Tax(es)4.10

Tax Return2.2(g)

Termination Date8.1(c)

Termination Fee8.3(a)

Transaction Expenses1.6(d)

Transmittal Materials2.2(a)

Treasury Regulations4.10(c)(iii)

Voting Debt4.2(b)

VEBA4.12(a)

WARN Act4.11(d)

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Exhibit A-1

Form of Shareholder Support Agreement

The undersigned shareholder of Lakeside Bancshares, Inc. (“LBI”), in consideration of the benefits to be derived by LBI and its shareholders and the undersigned shareholder pursuant to an Agreement and Plan of Share Exchange and Merger dated April 7, 2026 (the “Agreement”) by and between LBI, Catalyst Bancorp, Inc. (“Corporation”), Lakeside Bank (“Lakeside”), and Catalyst Bank (“Catalyst”) (the defined terms in which are used herein as defined therein) and the expenses to be incurred by Corporation and Catalyst in connection therewith, hereby agrees with Corporation as follows:

1.Such shareholder, acting solely in such shareholder’s capacity as such, agrees and undertakes to vote or cause to be voted all shares of LBI Common Stock as to which such shareholder has voting power at any meeting or meetings (including any and all adjournments thereof) before which the Agreement or any similar agreement may come for consideration by LBI shareholders, in favor of the approval of the Agreement, the Share Exchange Agreement, the Corporate Merger Agreement, and the Bank Merger Agreement, and against any similar agreement, unless Corporation or Catalyst is then in breach or default in any material respect with respect to any covenant, representation or warranty as to them contained in the Agreement to an extent that would permit LBI and Lakeside to terminate the Agreement pursuant to Section 8.1(d) of the Agreement. Such shareholder further agrees not to transfer any of the shares of LBI Common Stock over which such shareholder has dispositive power or grant any proxy thereto (except any such proxy approved by Corporation) until the earlier of the Effective Time or the date that the Agreement has been terminated pursuant to its provisions, except (i) for transfers by operation of law, (ii) for transfers to immediate family members or trusts for the benefit of the shareholder or immediate family members, and (iii) for transfers in connection with which the transferee shall agree in writing with Corporation to be bound by this Shareholder Support Agreement as fully as the undersigned. In the case of any transfer described in (i) or (ii), the provisions of this Shareholder Support Agreement are intended to be binding upon and to inure to the benefit of such transferee, and such transferee shall be bound thereby.

2.The provisions of this Shareholder Support Agreement shall be enforceable through an action by Corporation for damages at law or a suit for specific performance or other appropriate equitable relief, the signatory shareholder acknowledging that remedies at law for breach or default under this Shareholder Support Agreement are inadequate. Notwithstanding the foregoing, the shareholder shall have the right to contest the adequacy of legal remedies and Corporation's entitlement to equitable relief.

All provisions hereof shall survive the Effective Time of the Share Exchange and well as the effective times of the Corporate Merger and the Bank Merger.

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This Shareholder Support Agreement is executed by the undersigned on _______________, 2026.

Signature of Shareholder

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EXHIBIT A-2

FORM OF RESTRICTIVE COVENANT AGREEMENT

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RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is made and entered into as of the 7^th day of April, 2026, by and between Catalyst Bancorp, Inc., a Louisiana Corporation (“Corporation”), and its wholly owned subsidiary, Catalyst Bank, a federally-chartered savings bank ("Bank") (collectively, Corporation and Bank are referred to herein as “Catalyst”), on the one hand, and ________________ ("Shareholder"), on the other hand.

WHEREAS, the Shareholder currently owns common stock in, and serves as a member of the Board of Directors of Lakeside Bancshares, Inc., which, along with its wholly owned subsidiary, Lakeside Bank (collectively, Lakeside Bancshares, Inc. and Lakeside Bank are referred to herein as “Lakeside”), has agreed that Shareholder’s common stock would be sold, via a share exchange, to Corporation, which includes the goodwill of Lakeside, immediately followed by a merger with and into Corporation and Bank, respectively (the “Merger”) pursuant to an Agreement and Plan of Share Exchange and Merger dated April 7, 2026 (“Definitive Agreement”);

WHEREAS, the Shareholder agrees to execute and deliver to Catalyst an agreement not to carry on or engage in any Prohibited Activity within Allen, Calcasieu, Beauregard, Jefferson Davis, or Cameron Parishes, so long as Corporation (directly or indirect via its wholly owned subsidiary, Bank), or any person deriving title to the goodwill of Lakeside from Corporation, carries on a Prohibited Activity therein, for a period of two (2) years following the Effective Time as defined in the Definitive Agreement (the “Term”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Definitive Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.NON-COMPETITION.  The Shareholder agrees and covenants not to carry on or engage in any Prohibited Activity within Allen, Calcasieu, Beauregard, Jefferson Davis, or Cameron Parishes, so long as Corporation (directly or indirect via its wholly owned subsidiary, Bank), or any person deriving title to the goodwill of Lakeside from Corporation, carries on a Prohibited Activity therein, for the Term.  

For purposes of this non-compete clause, the phrase "Prohibited Activity" shall mean activity in which the Shareholder contributes his or her knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, 10% or more stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as Lakeside or any of its subsidiaries and affiliates, including but not limited to those engaged in the business of commercial banking. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information or confidential information of Catalyst or any of its subsidiaries and affiliates, as well as directly soliciting, contacting (including but not limited to e-mail, regular mail, express mail, telephone, fax and instant message), attempting to contact or meeting with the current, former or prospective customers of Lakeside and its subsidiaries and affiliates for purposes of offering or accepting goods or services similar to or competitive with those offered by Lakeside or its subsidiaries and affiliates.

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2.ACKNOWLEDGEMENT. The Shareholder acknowledges and agrees that the services rendered by him or her to Lakeside are of a special and unique character; that the Shareholder has obtained knowledge and skill relevant to the industry, methods of doing business and marketing strategies of Lakeside, and its successor, Corporation,; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of Corporation.

The Shareholder further acknowledges that the amount of consideration paid under the Definitive Agreement was based, in part, on his or her obligations herein and Catalyst’s rights under this Agreement; that he or she has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; and that he or she will not be subject to undue hardship by reason of his or her full compliance with the terms and conditions of this Agreement or Catalyst’s enforcement thereof.

3.REMEDIES.  In the event of a breach or threatened breach by the Shareholder of any of the provisions of this Agreement, the Shareholder hereby consents and agrees that Catalyst shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

4.CONFIDENTIAL INFORMATION. Shareholder recognizes the interest of Catalyst in maintaining the confidential nature of the proprietary, customer, and other business and commercial information of Lakeside, which will become Catalyst’s following the Merger. Shareholder shall hold in a fiduciary capacity for the benefit of Catalyst all secret or confidential information, knowledge or data relating to Lakeside or any of its affiliated companies, and their respective businesses and customers, which shall not be or become public knowledge (other than by acts by Shareholder or representatives of Shareholder in violation of this Agreement), including, but not limited to, names, phone numbers, addresses, e-mail addresses, banking history, banking preferences, chain of command, pricing information and other proprietary information identifying facts and circumstances relevant to banking services (“Confidential Information”). After the closing of the Merger, Shareholder shall not, without the prior written consent of Catalyst, or as may otherwise be required by law or legal process, communicate or divulge any such Confidential Information to anyone other than Catalyst and those designated by it.  All records, files, data, documents and the like relating to Lakeside or its subsidiaries and affiliates shall be and remain the sole property of Catalyst following the Merger. Shareholder shall not remove from the premises of Lakeside or retain any of the materials of Lakeside or its subsidiaries and affiliates, and all such materials in Shareholder's possession shall be returned promptly to Catalyst or destroyed.

5.GENERAL PROVISIONS

a.Notice. For purposes of this Agreement, all communications including, without limitation, notices, consents, requests or approvals provided for herein shall be in writing and shall

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be deemed to have been duly given (i) when delivered, (ii) five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, (iii) when sent by facsimile or e-mail with evidence of receipt thereof, or (iv) when delivered by overnight courier providing proof of delivery, addressed to Catalyst (to the attention of the Chief Executive Officer of Catalyst) at its principal executive office and to Shareholder at his or her principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of change of address shall be effective only upon receipt.

b.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Louisiana, without giving effect to the principles of conflict of laws of such State.

c.Validity. If any provisions of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

d.Entire Agreement. This Agreement represents the entire agreement of the parties with regards to the matters herein and supersedes any other agreement, oral or written, between the Shareholder and Catalyst or any predecessor of Catalyst, including but not limited to Lakeside. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject mater hereof have been made by either party which are not set forth expressly in this Agreement.  

e.Successors and Binding Agreements.

i.This Agreement shall be binding upon and inure to the benefit of Catalyst and any Successor (as defined below) of or to Catalyst. "Successor" shall mean any successor in interest, including, without limitation, any entity, individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of Catalyst, whether by sale, merger, consolidation, reorganization or otherwise.

ii.This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder, except for any Successor of Catalyst as set forth in section 5(e)(i) above.

f.Headings. The headings in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of the Agreement.

g.Waiver; Modification. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Shareholder and Catalyst.  No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by

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such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Any waiver or modification of any term of this Agreement shall be effective only if it is signed in writing by both parties.

h.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.i.Construction, Reformation and Severability.  It is understood and agreed that, should any portion of any clause or paragraph of this Agreement be deemed too broad to permit enforcement to its full extent, or should any portion of any clause or paragraph of this Agreement be deemed unreasonable, then said clause or paragraph shall be reformed and enforced to the maximum extent permitted by law.  Additionally, if any of the provisions of this Agreement are ever found by a court of competent jurisdiction to exceed the maximum enforceable (i) periods of time, (ii) geographic areas of restriction, (iii) scope of noncompetition or non-solicitation and/or (iv) description of the Lakeside’s business, or to be unenforceable for any other reason, then such unenforceable element(s) of this Agreement shall be reformed and reduced to the maximum periods of time, geographic areas of restriction, scope of noncompetition or non-solicitation and/or description of the Lakeside’s business that is permitted by law.  In this regard, any unenforceable, unreasonable and/or overly broad provision shall be reformed and/or severed so as to permit enforcement of this Agreement and the subject provision to the fullest extent permitted by law.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered on the day and year first above written.

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Exhibit B

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement is made and entered into as of the 7th day of April, 2026, between Catalyst Bancorp, Inc., Opelousas, Louisiana (“CBI”), and Lakeside Bancshares, Inc., Lake Charles, Louisiana (“LBI”) (the “Share Exchange Agreement”).

WITNESSETH:

WHEREAS, CBI and LBI (collectively, the “Corporations”) and their respective Boards of Directors deem it in their respective best interests that CBI will acquire all of the shares of LBI, in exchange for the Share Exchange Consideration defined in Article 2 of the Agreement (the “Share Exchange”), pursuant to the provisions of and with the effect provided in La. Rev. Stat. § 12:1-1101, et seq., and upon the terms and conditions hereinafter set forth and in the Agreement (as hereinafter defined); and

WHEREAS, CBI and LBI are Parties to that certain Agreement and Plan of Share Exchange and Merger dated as of the date hereof by and between Lakeside and LBI, on the one hand, and Catalyst and CBI, on the other, (the “Agreement”) (the defined terms in which are used herein as defined therein) setting forth certain representations, warranties, covenants, and conditions relating to the Share Exchange.

NOW THEREFORE, CBI and LBI hereby make, adopt and approve this Share Exchange Agreement and prescribe the terms and conditions of the Share Exchange and the mode of carrying the Share Exchange into effect as follows:

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THE SHARE EXCHANGE

At the Effective Time, CBI will acquire all of the shares of LBI, in exchange for the Share Exchange Consideration defined in Article 2 of the Agreement, pursuant to the provisions of the Agreement, this Share Exchange Agreement, and the provisions of and with the effect provided in La. Rev. Stat. § 12:1-1101, et seq.   Upon consummation of the Share Exchange as of the Effective Time, all of the issued and outstanding shares of LBI shall be owned by CBI, and all of the assets and property of every kind and character, real, personal and mixed, tangible and intangible, choses in action, rights, and credits owned by LBI, or which would inure to it, shall remain owned by LBI, even though LBI at that time will be a wholly owned subsidiary of CBI.  

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EFFECTIVE TIME

The Share Exchange shall be effective as of the date specified in the documents delivered to the Louisiana Secretary of State according to Article Five herein, but no earlier than the date and time specified or permitted by the Agreement (the “Effective Time”).

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CONVERSION AND CANCELLATION OF SHARES

At the Effective Time, each share of CBI capital stock issued and outstanding immediately prior to the Effective Date shall remain outstanding and shall represent one share of CBI capital stock.

As a result of the Share Exchange and without any action on the part of the holder thereof, each holder of shares of LBI Common Stock shall thereafter cease to have any rights with respect to such shares of LBI Common Stock except for any rights under the Agreement, if applicable.

Each share of LBI Common Stock issued and held in LBI’s treasury, if any, at the Effective Time shall, by virtue of the Share Exchange, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor..

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EFFECTS OF share exchange

The Share Exchange shall have the effects set forth in La. Rev. Stat. § 12:1-1101, et seq.    

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FILING OF ARTICLES OF share exchange

If this Share Exchange Agreement is approved by the shareholders of LBI, then the fact of such approval shall be so certified by the Secretary or Assistant Secretary of LBI, and the appropriate documents shall be delivered to the Louisiana Secretary of for filing and recordation in the manner required by law.

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MISCELLANEOUS

The obligations of CBI and LBI to effect the Share Exchange shall be subject to all of the terms and conditions of the Agreement. At any time prior to the Effective Time, this Share Exchange Agreement may be terminated (a) by the mutual agreement of the Boards of Directors of CBI, LBI, Lakeside, and Catalyst or (b) pursuant to the terms and provisions of the Agreement.

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IN WITNESS WHEREOF, this Share Exchange Agreement is signed by a majority of the Directors of each of the Corporations as of the day first above written.

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EXHIBIT C

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CORPORATE MERGER AGREEMENT

This Corporate Merger Agreement is made and entered into as of the 7th day of April, 2026, between Catalyst Bancorp, Inc., Opelousas, Louisiana (“CBI”), and Lakeside Bancshares, Inc., Lake Charles, Louisiana (“LBI”) (the “Corporate Merger Agreement”).

WITNESSETH:

WHEREAS, CBI and LBI (collectively, the “Corporations”) and their respective Boards of Directors deem it in their respective best interests that LBI be merged with and into CBI with CBI as the survivor (the “Corporate Merger”) pursuant to the provisions of La. Rev. Stat. § 12:1-1101, et seq., and upon the terms and conditions hereinafter set forth and in the Agreement (as hereinafter defined); and

WHEREAS, CBI and LBI are Parties to that certain Agreement and Plan of Share Exchange and Merger dated as of the date hereof by and between Lakeside and LBI, on the one hand, and Catalyst and CBI, on the other, (the “Agreement”) (the defined terms in which are used herein as defined therein) setting forth certain representations, warranties, covenants, and conditions relating to the Corporate Merger.

NOW THEREFORE, CBI and LBI hereby make, adopt and approve this Corporate Merger Agreement and prescribe the terms and conditions of the Corporate Merger and the mode of carrying the Corporate Merger into effect as follows:

Upon the terms and subject to the conditions hereinafter set forth, and in the Agreement, at the Effective Time (as defined in Article Two hereof) LBI shall be merged with and into CBI.  Upon consummation of the Corporate Merger the separate corporate existence of LBI shall cease and CBI shall continue as the surviving entity.  The name of CBI, as the surviving entity, shall by virtue of the Corporate Merger remain unchanged.  At the Effective Time, all of the assets and property of every kind and character, real, personal and mixed, tangible and intangible, choses in action, rights, and credits then owned by LBI, or which would inure to it, shall immediately by operation of law and without any conveyance or transfer or without any further action or deed, be vested in and become the property of CBI, which shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same were possessed, held, and enjoyed by LBI prior to the Corporate Merger; and CBI shall be deemed to be and shall be a continuation of the original entities and all of the rights and obligations of LBI shall remain unimpaired, and CBI, at the Effective Time of the Corporate Merger shall succeed to all such rights, obligations, duties and liabilities connected therewith.

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EFFECTIVE TIME

The Corporate Merger shall be effective as of the date specified in the documents delivered to the Louisiana Secretary of State according to Article Five herein, but no earlier than the date and time specified or permitted by the Agreement (the “Effective Time”).

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CONVERSION AND CANCELLATION OF SHARES

At the Effective Time, each share of CBI capital stock issued and outstanding immediately prior to the Effective Date shall remain outstanding and shall represent one share of CBI capital stock.

As a result of the Corporate Merger and without any action on the part of the holder thereof, all shares of LBI Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of LBI Common Stock (a “LBI Certificate”) shall thereafter cease to have any rights with respect to such shares of LBI Common Stock except for any rights under the Agreement, if applicable.

Each share of LBI Common Stock issued and held in LBI’s treasury, if any, at the Effective Time shall, by virtue of the Corporate Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor.

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EFFECTS OF CORPORATE MERGER

The Corporate Merger shall have the effects set forth in La. Rev. Stat. § 12:1-1107.  Upon the Effective Time, the office of LBI immediately before the Corporate Merger becomes effective shall become an office of CBI.

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FILING OF ARTICLES OF MERGER

If this Corporate Merger Agreement is approved by the shareholders of LBI, then the fact of such approval shall be so certified by the Secretary or Assistant Secretary of LBI, and the appropriate documents shall be delivered to the Louisiana Secretary of State for filing and recordation in the manner required by law.

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MISCELLANEOUS

The obligations of CBI and LBI to effect the Corporate Merger shall be subject to all of the terms and conditions of the Agreement. At any time prior to the Effective Time, this Corporate Merger Agreement may be terminated (a) by the mutual agreement of the Boards of Directors of CBI, LBI, Lakeside, and Catalyst or (b) pursuant to the terms and provisions of the Agreement.

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IN WITNESS WHEREOF, this Corporate Merger Agreement is signed by a majority of the Directors of each of the Corporations as of the day first above written.

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EXHIBIT D

BANK MERGER AGREEMENT

This Bank Merger Agreement is made and entered into as of the ____ day of ___________, 2026, between Catalyst Bank, Opelousas, Louisiana (“Catalyst”), and Lakeside Bank, Lake Charles, Louisiana (“Lakeside”) (the “Bank Merger Agreement”).

WITNESSETH:

WHEREAS, Catalyst and Lakeside (collectively, the “Constituent Banks”) and their respective Boards of Directors deem it in their respective best interests that Lakeside be merged with and into Catalyst with Catalyst as the survivor (the “Bank Merger”) pursuant to the provisions of 12 U.S.C. § 1828(c), 12 U.S.C. § 1464, 12 C.F.R § 5.33,  and La. Rev. Stat. § 6:351, et seq., as amended, and upon the terms and conditions hereinafter set forth and in the Agreement (as hereinafter defined); and

WHEREAS, the Constituent Banks are parties to that certain Agreement and Plan of Share Exchange and Merger dated as of the date hereof by and between Lakeside and LBI, on the one hand, and Catalyst and CBI, on the other (the “Agreement”) (the defined terms in which are used herein as defined therein), setting forth certain representations, warranties, covenants, and conditions relating to the Bank Merger.

NOW THEREFORE, the Constituent Banks hereby make, adopt and approve this Bank Merger Agreement and prescribe the terms and conditions of the Bank Merger and the mode of carrying the Bank Merger into effect as follows:

Upon the terms and subject to the conditions hereinafter set forth, and in the Agreement, at the Effective Time (as defined in Article Two hereof) Lakeside shall be merged with and into Catalyst.  Upon consummation of the Bank Merger the separate corporate existence of Lakeside shall cease and Catalyst shall continue as the surviving bank.  The name of Catalyst, as the surviving bank, shall by virtue of the Bank Merger remain unchanged.  At the Effective Time all of the assets and property of every kind and character, real, personal and mixed, tangible and intangible, choses in action, rights, and credits then owned by Lakeside, or which would inure to it, shall immediately by operation of law and without any conveyance or transfer or without any further action or deed, be vested in and become the property of Catalyst, which shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same were possessed, held, and enjoyed by Lakeside prior to the Bank Merger; and Catalyst shall be deemed to be and shall be a continuation of the original entities and all of the rights and obligations of Lakeside shall remain unimpaired, and Catalyst, at the Effective Time of the Bank Merger shall succeed to all such rights, obligations, duties and liabilities connected therewith.

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EFFECTIVE TIME

The Bank Merger shall be effective as of the date specified in the documents delivered to the OCC and OFI according to Article Five herein, but no earlier than the date and time specified or permitted by the Agreement (the “Effective Time”).

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CONVERSION AND CANCELLATION OF SHARES

On the Effective Date, each share of Catalyst capital stock issued and outstanding immediately prior to the Effective Date shall remain outstanding and shall represent one share of Catalyst capital stock.

b.As a result of the Bank Merger and without any action on the part of the holder thereof, all shares of Lakeside Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of Lakeside Common Stock (a “Lakeside Certificate”) shall thereafter cease to have any rights with respect to such shares of Lakeside Common Stock except for any rights under the Agreement, if applicable.

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EFFECTS OF BANK MERGER

The Bank Merger shall have the effects 12 U.S.C. § 1828(c), 12 C.F.R § 5.33 and La. Rev. Stat. § 6:355.  Upon the Effective Time, the main office and all branch offices of Lakeside immediately before the Bank Merger becomes effective shall become branch offices of Catalyst.

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FILING OF ARTICLES OF MERGER

If this Bank Merger Agreement is approved by the shareholders of Lakeside and Catalyst, then the fact of such approval shall be so certified by the Secretary or Assistant Secretary of the Constituent Banks and the appropriate documents shall be delivered to the OCC and OFI for filing and recordation in the manner required by law.

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MISCELLANEOUS

The obligations of the Constituent Banks to effect the Bank Merger shall be subject to all of the terms and conditions of the Agreement. At any time prior to the Effective Time, this Bank Merger Agreement may be terminated (a) by the mutual agreement of the Boards of Directors of the Constituent Banks, or (b) pursuant to the terms and provisions of the Agreement.

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IN WITNESS WHEREOF, this Bank Merger Agreement is signed by a majority of the Directors of each of the Constituent Banks as of the day first above written.

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EXHIBIT E

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FORM OF

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

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AMENDMENT TO

CHANGE IN CONTROL AGREEMENT

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THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”) is made as of April __, 2026, by and among LAKESIDE BANK, a Louisiana state-chartered bank ("Bank" or “Company”), and Roy M. Raftery, jr. (the “Employee”), a resident of the State of Louisiana.

W I T N E S S E T H:

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WHEREAS, the Employee currently serves as the President and CEO of Lakeside Bancshares, Inc., a Louisiana Corporation (“Corporation”) and its wholly owned subsidiary, Bank; and

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WHEREAS, Corporation and Catalyst Bancorp, Inc., a Louisiana Corporation (“CBI”), and their respective subsidiaries, Bank and Catalyst Bank, a federal savings association that has elected to be treated as a covered savings association under Section 5 of the Home Owners’ Loan Act (“Catalyst”) are parties to an Agreement and Plan of Share Exchange and Merger, dated simultaneously herewith (the “Definitive Agreement”), whereby CBI will acquire Corporation (and thus indirectly Bank) and Corporation and Bank will be merged with and into CBI and Catalyst and, thereafter, CBI and  Catalyst will continue to operate the business formerly conducted by Corporation and Bank; and

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WHEREAS, as a condition of and inducement to CBI and Catalyst entering into the Definitive Agreement, the Employee has agreed to enter into this Amendment to Employee’s existing Change in Control Agreement with Bank dated June 21, 2021 (“CIC Agreement”); and

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NOW, THEREFORE, in consideration of the provisions of the Definitive Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and the Employee agree as follows:

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“The parties intend that the payments provided for herein are reasonable compensation for the Employee's services to the Company and shall not constitute ‘parachute payments’ within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and any regulations thereunder. Notwithstanding any other provision of this Agreement, if any payment or benefit to be paid or provided to Employee, whether pursuant to this Agreement or otherwise, would constitute a ‘parachute payment’ within the meaning of Section 280G of the Code, such payments and benefits shall be reduced to an amount, the aggregate value of which is $1.00 less than an amount equal to three (3) times the Employee’s ‘base amount,’

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as determined in accordance with Section 280G of the Code. The reduction shall be made from the amount of the payment under this Agreement.”

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3.Taxes.  Employee acknowledges and agrees that the cut-back gross cash payment amount will be reduced by all applicable federal and state income and payroll taxes that the Bank is required to withhold to arrive at a net cash payment to be made to Employee under the CIC Agreement.

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3.Full Settlement.  Employee hereby agrees to accept the cut-back total payment under this Amendment to the CIC Agreement in full satisfaction of the cash payment due from Bank under his CIC Agreement and hereby releases Bank and its affiliates and successors, including, but not limited to Corporation, CBI and Catalyst, from any and all liability under said CIC Agreement, other than the obligation for said cut-back payment in accordance with the provisions of this Amendment.

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4.Choice of Law and Forum.  The parties agree that in any action brought to enforce the terms of the Agreement, Louisiana law shall be applicable.

5.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Bank and Employee’s beneficiaries and heirs at law.

6.Entire Agreement; Modification.  The CIC Agreement, as modified by this Amendment, contains the entire agreement of the parties and supersedes all promises, understandings or agreements, either oral or written, between the parties, and may not be modified except in writing and signed by the parties.  Except as stated herein, the provisions of the CIC Agreement shall continue unchanged and in full force and effect, and the terms of the CIC Agreement are hereby ratified and approved as amended herein.

7.Severability.  If any provision of this Amendment is declared invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of any other provisions of this Amendment and the CIC Agreement and the remaining provisions of this Amendment and the CIC Agreement shall remain in full force and effect.

8.Terms not Defined.  The Parties agree that the capitalized terms used herein that are not otherwise defined herein shall be deemed to have the definition assigned to such terms in the CIC Agreement.

9.Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall constitute an original.

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IN WITNESS WHEREOF, the parties have hereunto signed this Agreement as of the day and year first above written.

BANK

BY:________________________________

______________________________Name: J. Michael Veron

Roy M. Raftery, Jr.Title: Chairman of the Board