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Exhibit 4.4
DESCRIPTION OF USCB FINANCIAL HOLDINGS, INC.’S SECURITIES
As of December 31, 2021, USCB Financial Holdings, Inc. (the “Company”) has one class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended, namely its Class A common stock, $1.00 par value per
share (“Class A Common Stock”). The following summary of the Class A Common Stock is based on and qualified by the
Company’s Articles of Incorporation (the “Articles of Incorporation”), the Company’s Amended and Restated Bylaws (the
“Bylaws”) and the Side Letter Agreement (the “Side Letter Agreement”) by and between the Company and the Large
Investors (as defined herein). For a complete description of the terms and provisions of the Company’s equity securities,
including its common stock, refer to the Articles of Incorporation, the Bylaws and the Side Letter Agreement, all of which
are filed as exhibits to this Annual Report on Form 10-K.
General
The Articles of Incorporation authorize a total of 68,600,000 shares of capital stock, $1.00 par value per share, consisting
of (a) 53,000,000 shares of common stock, 45,000,000 of which are designated Class A Common Stock and 8,000,000 of
which are designated Class B Non-Voting Common Stock, par value $1.00 per share (“Class B Common Stock” and together
with the Class A Common Stock, the “Common Stock”), and (b) 15,600,000 shares of preferred stock, $1.00 par value per
share.
Voting Rights
The Class A Common Stock has voting rights, and Class B Common Stock does not have voting rights except in limited
circumstances. Holders of Class A Common Stock are entitled to one vote per share on all matters on which the holders
are entitled to vote, except in the case of amendments to the Articles of Incorporation where such amendment relates solely
to Class B Common Stock or any other series of the Company’s preferred stock. The Company does not have any
cumulative votes in the election of directors. Under the Bylaws, unless otherwise provided by law or the Articles of
Incorporation, the holders of a majority of shares issued, outstanding, and entitled to vote, present in person or by proxy,
will constitute a quorum to transact business, including the election of directors, except that when a specified item of
business is required to be voted on by one or more designated classes or series of capital stock, a majority of the shares of
each such class or series will constitute a quorum. Once a quorum is present, except as otherwise provided by law, the
Articles of Incorporation, the Bylaws or in respect of the election of directors, all matters to be voted on by the Company’s
shareholders must be approved by a majority of shares constituting a quorum, and where a separate vote by class or series
is required, a majority of the votes represented by the shares of the shareholders of such class or series present in person
or by proxy and entitled to vote shall be the act of such class or series. The affirmative vote of the holders representing 66
2/3% of the then outstanding shares of Class A Common Stock is required to amend, alter or repeal, or adopt any provision
as part of the Articles of Incorporation that is inconsistent with the purpose and intent of certain designated provisions of the
Articles of Incorporation and the Bylaws including, among others, perpetual term, management of the Company,
indemnification, transfer restrictions, board powers and number of directors.
The holders of Class B Common Stock have limited voting rights. In addition to any voting rights that may be required
under Florida law, the consent of holders of Class B Common Stock representing a majority of the shares of Class B
Common Stock present in person or by proxy and entitled to vote, voting as a separate class, is required to (a) amend the
Articles of Incorporation in a manner that would significantly and adversely affect the rights of the holders of the Class B
Common Stock in a manner that is different from the effect of such amendment on the Class A Common Stock or (b)
liquidate, dissolve or wind-up the Company.
Dividends
Holders of Common Stock are entitled to receive such dividends as may from time to time be declared by the Company’s
Board of Directors (the “Board”) out of funds legally available for such purposes. The Company can pay dividends on its
Common Stock only if it has paid or provided for the payment of all dividends, if any, to which holders of its then outstanding
preferred stock, are entitled. The Company’s ability to pay dividends is also subject to applicable federal and state banking
laws.
Liquidation
In the event of the liquidation, dissolution or winding-up of the Company, holders of both Class A Common Stock and
Class B Common Stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all the
Company’s debts and liabilities, and the satisfaction of the liquidation preferences of the holders of any then outstanding
classes or series of preferred stock.
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Preemptive Rights, Redemption or Other Rights
Pursuant to the Articles of Incorporation and the Bylaws, holders of Common Stock do not have preemptive rights or
other rights to purchase, subscribe for or take any part of any shares of the Company’s capital stock. The Large Investors
(as defined herein), however, have certain contractual preemptive rights pursuant to the Side Letter Agreement. In addition,
the Company does not have any sinking fund or redemption provisions in the Articles of Incorporation or the Bylaws
applicable to its Common Stock.
Conversion
The Class A Common Stock does not have any conversion rights. Pursuant to the Articles of Incorporation, the
Company’s shares of Class B Common Stock may only be transferred (a) to an affiliate of the holder of Class B Common
Stock, (b) to the Company, (c) pursuant to a widespread public distribution of the Common Stock (including a transfer to an
underwriter for the purpose of conducting a widespread public distribution or pursuant to Rule 144 under the Securities Act),
(d) if no transferee or group of associated transferees would receive 2% or more of any class of capital stock entitled to vote
generally in the election of directors of the Company or (e) to a transferee that would control more than 50% of the capital
stock entitled to vote generally in the election of directors of the Company without any transfer from the transferor.
Immediately following a transfer of the type described in (c), (d) or (e) in the preceding sentence, each share of Class B
Common Stock so transferred is automatically converted into 0.2 shares of Class A Common Stock (subject to adjustment
as provided in the Articles of Incorporation). The Company must at all times reserve and keep available out of its authorized
and unissued shares of Class A Common Stock such number of shares of Class A Common Stock that may be issuable
upon conversion of all of the outstanding shares of Class B Common Stock.
Stockholder Meetings
Except as otherwise provided by law, the Board, or any one or more shareholders owning, in the aggregate, not less
than ten percent of the issued and outstanding Class A Common Stock, may call a special meeting of shareholders at any
time for any purpose not inconsistent with the Articles of Incorporation or the Bylaws.
Director Removal
Subject to the rights of holders of any class or series of preferred stock with respect to the election of directors, a director
may be removed from office by the affirmative vote of holders of shares of capital stock issued and outstanding and entitled
to vote in an election of directors representing at least a majority of the votes entitled to be cast thereon, and then, only for
cause.
Anti-takeover Effects
Certain provisions of the Articles of Incorporation, the Bylaws, Florida and U.S. banking laws to which the Company is
subject may have anti-takeover effects and may delay, defer, or prevent a tender offer or takeover attempt that a shareholder
might consider to be in such shareholder’s best interest, including those attempts that might result in a premium over the
market price for the shares held by shareholders, and may make removal of management more difficult. The Articles of
Incorporation and Bylaws include provisions that:
• empower the Board, without shareholder approval, to issue preferred stock, the terms of which, including voting
power, are to be set by the Board;
• provide that directors may be removed from office only for cause and only upon a majority vote of the shares
of capital stock entitled to vote in an election of directors;
• prohibit holders of Class A Common Stock from taking action by written consent in lieu of a shareholder meeting;
• require holders of at least 10% of the Company’s Class A Common Stock in order to call a special meeting;
• do not provide for cumulative voting in elections of Company directors;
• provide that the Board has the authority to amend the Bylaws;
• require shareholders that wish to bring business before annual or special meetings of shareholders, or to
nominate candidates for election as directors at an annual meeting of shareholders, to provide timely notice of
their intent in writing and satisfy disclosure requirements; and
• enable the Board to increase, between annual meetings, the number of persons serving as directors and to fill
the vacancies created as a result of the increase until the next meeting of shareholders by a majority vote of
the directors present at a meeting of directors.
Additionally, the Articles of Incorporation prohibit any direct or indirect transfer of stock or options to acquire stock to
any person who, as a result of the transfer, would own 4.95% or more of the Company’s capital stock, as long as the
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Company continues to have “deferred tax assets,” subject to limited exceptions as provided in the Articles of Incorporation.
Also, certain provisions of Florida law may delay, discourage, or prevent an attempted acquisition or change in control.
Furthermore, banking laws impose notice, approval, and ongoing regulatory requirements on any shareholder or other party
that seeks to acquire direct or indirect “control” of a bank holding company, which includes the Change in Bank Control Act
and the Bank Holding Company Act.
Preferred Stock
The Board is authorized, without shareholder approval and subject to any limitations prescribed by law, the Articles of
Incorporation and the Bylaws, at any time or from time to time to (a) provide for the issuance of the shares of preferred stock
in one or more classes or series, (b) determine the designation for any such classes or series of preferred stock, (c) establish
the number of shares to be included in any such class or series, and (d) determine the terms, powers, preferences,
qualifications, limitations, restrictions and relative, participating, optional or other special rights of the shares of such class
or series of preferred stock, which include rights such as those with respect to dividends, liquidation preference, conversion,
redemption, and/or voting.
Any issuance of preferred stock with voting rights or which is convertible into voting shares could adversely affect the
voting power of the holders of Class A Common Stock. Any of aforementioned actions could have an anti-takeover effect.
Side Letter Agreement
Pursuant to the Side Letter Agreement between the Company, Priam Capital Fund II, LP (“Priam”), Patriot Financial
Partners II, L.P. (“Patriot Financial”) and Patriot Financial Partners Parallel II, L.P. (“Patriot Financial Partners,” together
with Patriot Financial and Priam, the “Large Investors”), the Company is required to maintain its Board at no less than five
nor more than seven directors, and to cause one person nominated by each Large Investor to be elected or appointed to
the Board, including filling any vacancy (the “Board Representative”), subject to satisfaction of all legal and governance
requirements regarding such Board Representative’s service as a director. Such Board Representative rights last as long
as each Large Investor beneficially owns shares of the Common Stock representing 50% or more of the common stock of
the Bank (as defined below) purchased by the Large Investor in the recapitalization of U.S. Century Bank, the Company’s
wholly-owned Florida state-chartered bank subsidiary (the “Bank”), in 2015 (the “2015 Recapitalization”), as adjusted from
time to time as a result of changes in capitalization. Pursuant to the Side Letter Agreement, the Large Investors have the
power to designate a Board observer to attend meetings in a nonvoting capacity in the event any applicable Board
Representative is unable to attend such meetings or if the Large Investor does not have a Board Representative on the
Board on the date of any meeting.
The Side Letter Agreement provides each Large Investor with matching stock rights for so long as each Large Investor
beneficially owns shares of Common Stock representing 50% or more of the common stock of the Bank purchased by the
Large Investor in the 2015 Recapitalization, as adjusted from time to time as a result of changes in capitalization. The
matching stock rights permit each Large Investor to purchase new equity securities offered by the Company for the same
price and on the same terms as such securities are proposed to be offered to others, subject to specified exceptions,
procedural requirements and compliance with applicable bank regulatory ownership requirements as further described in
the Side Letter Agreement. The Side Letter Agreement also provides customary information rights to the Large Investors.
Listing
Our Class A common stock is listed on The Nasdaq Global Market under ticker symbol “USCB”.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A.