USCB Financial 10Q 2023 Q2 Quarterly report | USCB Filing

Exhibit 3.1

ARTICLES OF INCORPORATION,

AS AMENDED

USCB FINANCIAL HOLDINGS, INC.

The

undersigned,

being

legal

age

and

desiring

form

corporation

pursuant to

the provisions

of the

Florida Business

Corporation Act,

as amended,

executes

the following Articles of Incorporation.

ARTICLE I

The name of the corporation (hereinafter

called the "Corporation") is

USCB

Financial Holdings, Inc.

The address of the Corporation's principal place of business is

2301 NW 87th Avenue, Doral 33172, in the County of Miami-Dade and State of Florida.

ARTICLE II

The objects, purposes,

and powers for

which the Corporation

is organized

are as follows:

(1)

purchase

otherwise

acquire,

own

and

hold

the

stock

banks

and

other

corporations,

and

every

act

and

thing

covered

generally

the

denominations

"holding

corporation",

"bank

holding

company",

and

"financial

holding

company", and especially to direct the operations of other entities through the ownership

of stock or other interests therein;

(2)

purchase,

for,

acquire,

own,

hold,

sell,

exchange,

assign, transfer, mortgage, pledge,

hypothecate or otherwise

transfer or dispose

of stock,

scrip,

warrants,

rights,

bonds,

securities

evidences

indebtedness

issued

guaranteed by any other corporations, partnerships, limited liability companies, or trusts,

or any bonds

or evidences of

indebtedness of the

United States or

any other country

jurisdiction,

any

state,

district,

territory,

dependency

county

subdivision

municipality thereof,

and to

issue and

exchange therefor

cash, capital

stock, bonds,

notes

or other securities,

evidences of indebtedness

or obligations of the

Corporation and while

the owner thereof to exercise

all rights, powers and privileges

of ownership, including the

right to

vote on

any shares

of stock,

voting trust

certificates or

other instruments

so owned;

and

(3)

to transact any

business, to engage

in any lawful

act or activity and

to exercise all powers permitted to corporations by

the Florida Business Corporation Act,

as the same exists or may hereafter be amended.

The

enumeration

herein

the

objects,

purposes,

and

powers

the

Corporation shall not be deemed to exclude or in any way limit by inference any powers,

objects or

purposes that

the Corporation

is empowered

to exercise,

whether expressly,

by purpose or by any

of the laws of the State

of Florida or any reasonable construction

such laws.

ARTICLE III

The

aggregate

number of

shares of

all

classes of

capital stock

which

the

Corporation

shall

have

authority

issue

68,600,000,

consisting

(i)

53,000,000

common

stock,

par

value

$1.00

per

(the

"Common

Stock"),

and

(ii)

15,600,000 shares

of preferred

stock, par

value $1.00

per share,

except as

set forth

below

or any articles

of amendment of

any classes or

series of preferred

stock (the "Preferred

Stock").

Common Stock

The

Common

Stock

shall

consist

two

classes

stock:

(1)

45,000,000

shares of

Class

Voting Common

Stock, par

value $1.00

per share

(the "Voting

Common

Stock") and (ii)

8,000,000 shares of

Class B Non-Voting

Common Stock, par

value $1.00

per share (the "Non-Voting Common Stock").

Unless otherwise indicated, references

to "sections" or

"subsections" in this

Paragraph A

of this

Article III refer

to sections and subsections

of this Paragraph

of this

Article III.

General

(a)

The dividend, liquidation and other rights of the

holders of the

Common Stock

are expressly made

subject to and

qualified by

the rights of

the holders

any

classes

series

Preferred

Stock.

Except

set

forth

below,

all

Common

Stock (whether

Voting Common

Stock or

Non-Voting

Common

Stock) will

identical and will entitle the holders thereof to the same rights and privileges.

(b)

Definitions.

For purposes of this

Paragraph A

of this

Article III,

the following terms shall have the meanings indicated:

(i)

"Affiliate"

any

specified

Person

means

any

other

Person directly or

indirectly controlling or

controlled by or

under direct or

indirect common

control with

such specified

Person, including

as such

term is

defined in

Section 2(k)

the federal

Bank Holding

Company Act

of 1956,

amended. For

the purposes

of this

definition, "control" when used with respect to any specified Person, means the power to

direct the

management and policies

of such

Person, directly

or indirectly,

whether through

the ownership

of voting

securities, by

contract or

otherwise; and

the terms

"controlling"

and "controlled" have meanings correlative to the foregoing.

(ii)

"Beneficially

own,"

"beneficial

owner"

and

"beneficial

ownership" and similar terms are defined in Rules 13d-3 and 13d-5 of the Exchange

Act.

(iii)

"Business Day"

means any

day other

than a

Saturday

Sunday,

day

which,

the

County

Miami-Dade,

State

Florida,

banking

institutions generally are authorized or obligated by law or executive order to be closed.

(iv)

"Conversion Agent" means the

Transfer Agent acting in

its capacity as conversion agent for the shares

of the Non-Voting Common Stock, and its

successors and assigns.

(v)

"Conversion

Date"

means,

with

respect

any

given

Non-Voting

Common

Stock,

the

date

which

such

Non-Voting

Common Stock has been converted pursuant to Section 3(c)(i).

(vi)

"Converted Stock Equivalent Amount" means, for each

share of Non-Voting Common Stock, one

share of Voting Common Stock; provided that

if, after issuance of any Non-Voting

Common Stock, the Corporation subdivides

or splits

its

outstanding

Voting

Common

Stock,

including

way

dividend

distribution

Voting

Common

Stock,

combines

its

outstanding

Voting

Common Stock into

a lesser number

of shares, the

"Converted Stock

Equivalent

Amount"

with respect

to such

issued and

outstanding shares

of Non-Voting

Common Stock

shall

proportionately

adjusted

such

action

applied

the

Voting

Common

Stock represented by the Converted Stock Equivalent Amount.

(vii)

"DTC"

shall

have

the

meaning

set

forth

Section

3(c)(ii).

(viii)

"Exchange Act" means

the Securities

Exchange Act of

1934, as amended, and the regulations promulgated thereunder.

(ix)

"Holder"

means

the

Person

whose

name

the Voting

Common Stock

or the

Non-Voting Common

Stock, as

the case

may be,

are

registered, who

may be

treated by

the Corporation,

Transfer

Agent, registrar,

paying agent

and Conversion Agent as the absolute owner of such stock for all purposes.

(x)

"Liquidation Event" means any voluntary

or involuntary

liquidation, dissolution or winding-up of the affairs of the Corporation.

(xi)

"Person"

means

legal

person,

including

any

individual,

corporation,

estate,

partnership,

joint

venture,

association,

joint-stock

company, limited liability company or trust.

(xii)

"Senior

Stock"

means

any

class

series

capital

stock of

the Corporation

the terms

of which

expressly provide

that such

class or

series

will rank

senior to

the Voting

Common

Stock and

the Non-Voting

Common Stock

as to

dividend

rights

and/or

rights

liquidation,

dissolution

winding-up

the

Corporation

(in

each

case,

without

regard

to whether

dividends

accrue

cumulatively or

non-cumulatively).

(xiii)

"Transfer"

means

any

sale,

transfer,

assignment

other disposition (including by merger, reorganization, operation of law or otherwise).

Articles amended, effective May 24, 2023, to change

the conversion ratio from 0.2 to one.

(xiv)

"Transfer Agent" means

initially the

Corporation acting

as transfer

agent, registrar, paying

agent and

Conversion Agent and its

successors and

assigns and thereafter any Person appointed by the Corporation as Transfer Agent.

(xv)

"Transfer Certification" shall have the meaning

set forth

in Section 3(c)(ii).

(xvi)

"Voting

Group"

has

the

meaning

set

forth

Section

607.01401(78), Florida Business Corporation Act.

(xvii)

"Voting

Securities"

means

capital

stock

the

Corporation

that

then

entitled

vote

generally

the

election

directors

the

Corporation.

Voting Common Stock

(a)

Voting

Rights.

The

Holders of

record of

the Voting

Common

Stock

are

entitled

one

(1)

vote

per

all

matters

voted

the

Corporation's shareholders; provided, that, except as otherwise required by law, Holders

of Voting Common Stock, as

such, shall not be entitled

to vote on any

amendment to any

provision of these Articles of Incorporation that relates solely to the terms of one or more

outstanding

classes

series

Preferred

Stock

the

Non-Voting

Common

Stock

these Articles

Incorporation

provide

that

only

the

holders

one

classes

series of stock of the

Corporation not including the Voting

Common Stock are entitled to

vote thereon.

(b)

Dividends.

Dividends may be

declared and paid on

the Voting

Common Stock from

funds lawfully available

therefor if, as

and when determined

by the

Board

Directors

the

Corporation

(the

"Board

Directors")

its

sole

discretion,

subject

applicable

provisions

Federal

and

Florida

law

and

these

Articles

Incorporation,

amended

from

time

time,

and

subject

the

relative

rights

and

preferences

any

Non-Voting

Common

Stock

and

any

Preferred

Stock authorized, issued and outstanding hereunder.

(c)

Liquidation Rights.

(i)

Liquidation.

the

event

Liquidation

Event,

after

payment or provision for payment of the debts and other

liabilities of the Corporation and

after any payment

of the prior

preferences and

other rights of

any Senior Stock

shall have

been

made

irrevocably

set

apart

for

payment,

the

assets

the

Corporation

legally

remaining available for distribution

to the Corporation's shareholders shall be

distributed

pro rata among (A)

the Holders of Voting

Common Stock, (B) the

Holders of Non-Voting

Common Stock

(with each

such Holder

of Non-Voting

Common Stock

being treated

for

this

purpose

holding

the

number

whole

Common

Stock

equal

the

product

the

Converted

Stock

Equivalent Amount

and

the

number

such

Non-Voting

Common

Stock

immediately

prior

such

Liquidation

Event),

and

(C)

the

Holders of

any other

securities of

the Corporation

having the

right to

participate in

such

distributions

upon

the

occurrence

Liquidation

Event,

accordance

with

the

respective terms thereof.

(ii)

Merger,

Consolidation

and

Sale

Assets

Not

Liquidation.

For

purposes

this

Section

2(c),

the

merger

consolidation

the

Corporation with any

other corporation or

other entity, including

a merger or

consolidation

in which the

Holders of Voting

Common Stock receive

cash, securities or

other property

for their shares, or

the sale, lease or

exchange (for cash, securities or

other property) of

all or

substantially all

of the

assets of

the Corporation,

shall not

constitute a

Liquidation

Event.

Non-Voting Common Stock

(a)

Dividends.

(i)

General.

Each

Non-Voting

Common

Stock

shall be entitled to

receive, if, as and

when declared by

the Board of Directors

or any duly

authorized committee thereof, but

only out of assets

legally available therefor, dividends

or distributions of the same

amount, in an identical

form of consideration and

at the same

time, as those dividends or distributions that would have been payable on the

number of

whole shares of Voting Common Stock equal to the Converted Stock Equivalent Amount

(rounding

any

fractional

resulting

from

such

computation

the

nearest

whole

number),

such

that

Voting

Common

Stock

shall

receive

dividend

distribution

unless

equivalent

dividends

distributions

(as

described

above)

are

also

made with respect to

each share of Non-Voting

Common Stock, taking into

account any

adjustment to the Converted Stock Equivalent

Amount as provided herein; provided, that

the foregoing

shall not

apply to

any dividend

or distribution

payable in

Voting Common

Stock

that

results

adjustment

the

Converted

Stock

Equivalent Amount,

set

forth

Section

1(b)(vi)

the

definition

"Converted

Stock

Equivalent Amount."

The

Corporation

shall

not

declare

dividend

distribution

the

Voting

Common Stock unless a

dividend or distribution

(as described above)

is also declared on

the

Non-Voting

Common

Stock

accordance

with

this

Section

3(a)(i).

Notwithstanding anything set forth

in this Section 3(a)(i), if

any dividend or distribution

payable in

rights or warrants

to subscribe for

Voting Common

Stock or

purchase Voting

Common

Stock

pursuant

conversion

feature

debt

equity

security,

the

corresponding

dividend

or distribution

payable

the Non-Voting

Common

Stock

shall

consist of an identical right

or warrant, except that such

right or warrant shall

be a right or

warrant to

subscribe for

a number

of shares

of Non-Voting

Common Stock

equal to

the

number of shares of Voting Common Stock that would otherwise be subject to such right

warrant.

The

Non-Voting

Common

Stock

shall

have

fixed

dividend

rate.

Each

declared dividend or distribution

shall be payable to

the Holders of record

of Non-Voting

Common Stock at the same time as dividends or distributions are

payable to the Holders

of record of Voting Common Stock. The record dates

for dividends or distributions to the

Holders of

Non-Voting Common

Stock shall

be the

same as

the record

dates for

the Voting

Common Stock,

and vice-versa. The

Corporation shall

not declare

or pay

a dividend

distribution

the

Holders

the

Non-Voting

Common

Stock

other

than

expressly

provided in this Section 3(a)(i).

(ii)

Priority of

Dividends. The

Non-Voting

Common

Stock

shall rank

junior with

regard to

dividends to

the Senior

Stock. The Non-Voting

Common

Stock shall

have the

same priority,

with regard

to dividends,

as the

Voting Common

Stock.

(b)

Liquidation Rights.

(i)

Liquidation.

the

event

Liquidation

Event,

after

payment or provision for payment of the debts and other

liabilities of the Corporation and

after any payment

of the prior

preferences and

other rights of

any Senior Stock

shall have

been

made

irrevocably

set

apart

for

payment,

the

assets

the

Corporation

legally

remaining available for distribution

to the Corporation's shareholders shall be

distributed

pro rata among (A)

the Holders of Voting

Common Stock, (B) the

Holders of Non-Voting

Common Stock

(with each

such Holder

of Non-Voting

Common Stock

being treated

for

this

purpose

holding

the

number

whole

Common

Stock

equal

the

product

the

Converted

Stock

Equivalent Amount

and

the

number

such

Non-Voting

Common

Stock

immediately

prior

such

Liquidation

Event),

and

(C)

the

Holders of

any other

securities of

the Corporation

having the

right to

participate in

such

distributions

upon

the

occurrence

Liquidation

Event,

accordance

with

the

respective terms thereof.

(ii)

Merger,

Consolidation

and

Sale

Assets

Not

Liquidation.

For

purposes

this

Section

3(b),

the

merger

consolidation

the

Corporation with any

other corporation or

other entity, including

a merger or

consolidation

which

the

Holders

Non-Voting

Common

Stock

receive

cash,

securities

other

property

for

their

shares,

the

sale,

lease

exchange

(for

cash,

securities

other

property) of all

or substantially all

of the assets

of the Corporation,

shall not constitute

Liquidation Event.

(c)

Transfers and Conversion.

(i)

Transfers;

Conversion

Upon

Certain

Transfers.

The

Non-Voting Common

Stock may

be Transferred

only: (A)

to an Affiliate

of the

Holder of

Non-Voting

Common

Stock

the

Corporation;

(B)

pursuant

widespread

public

distribution

of Common

Stock (including

transfer to

an underwriter

for

the purpose

conducting a widespread public distribution or pursuant to Rule 144 under the Securities

Act of 1933, as

amended); (C) if no

transferee (or group

of associated transferees) would

receive

any

class

Voting

Securities

(D)

transferee

that

would

control more than 50% of the Voting Securities without any transfer from the transferor.

Each

Non-Voting

Common

Stock

shall

automatically

convert

into

number

Voting

Common

Stock

equal

the

Converted

Stock

Equivalent

Amount

immediately

following

Transfer

the

type

described in

clauses (B),

(D) of

this Section

3(c)(i). Each

certificate representing

shares of

Non-Voting Common

Stock in

respect of

which a

conversion has

occurred in

accordance with

this Section 3(c)(i)

shall be deemed

to represent the

number of shares

of Voting Common

Stock into which

such shares of

Non-Voting Common Stock

have so

converted.

(ii)

Transfer

Procedures.

Upon

the

physical

surrender

the Corporation (or,

if the

Transfer

Agent is not

the Corporation, the

Transfer

Agent) of the

certificate

representing

Non-Voting

Common

Stock

converted

pursuant

Section

3(c)(i) above,

together with

written certification

to the

effect

that such

are being Transferred in accordance with clauses

(B), (C) or (D) of Section

3(c)(i) above

(a "Transfer Certification"), the Corporation will, or will cause the Transfer

Agent to, issue

and

deliver

new

certificate,

registered

the

Holder

Non-Voting

Common

Stock

making the transfer may request, representing the aggregate number

of shares of Voting

Common

Stock

issued

upon

conversion

the

Non-Voting

Common

Stock

being

Transferred

(provided

that,

the

transfer

agent

for

the

Common

Stock

participating

The

Depository

Trust

Company

("DTC")

Fast

Automated

Securities

Transfer

Program

and

the

transferee

eligible

receive

through

DTC,

the

Transfer Agent

shall

instead

credit

such

number

full

Voting

Common

Stock

such

transferee's

balance

account

with

DTC

through

its

Deposit/Withdrawal

Custodian

system).

the

event

that

less

than

all

the

Non-Voting

Common

Stock

represented by a certificate are

Transferred pursuant to clauses (B),

3(c)(i) above,

the Corporation

shall promptly

issue a

new certificate

registered in

the name

the

transferor

Holder

Non-Voting

Common

Stock

representing

such

remaining

shares of Non-Voting Common Stock not subject to such Transfer.

(iii)

Responsibility

the

Corporation.

connection

with any Transfer or conversion of any shares of Non-Voting Common Stock pursuant to

or as permitted by Section 3(c)(i):

(A)

The Corporation shall be

under no obligation to

make any investigation of facts.

(B)

Except as

otherwise required

by law,

neither the

Corporation

nor

any

director,

officer,

employee

agent

the

Corporation

shall

liable

any

manner

for

any

action

taken

omitted in

good faith

in connection

with the

registration of

any such

Transfer

the

issuance

Voting

Common

Stock

connection with any such conversion.

(iv)

Legend. Every

certificate representing

shares of

Non-

Voting Common Stock shall bear a legend on the face thereof providing as follows:

"THE SHARES

OF NON-VOTING

COMMON STOCK

REPRESENTED BY THIS

CERTIFICATE

ARE

SUBJECT

PROVISIONS

WITH

RESPECT

TO,

INCLUDING

RESTRICTIONS

PERMITTED

SALE,

ASSIGNMENT

OTHER

TRANSFER

SET

FORTH

IN ARTICLE

III,

PARAGRAPH A,

SECTION

3(C)(I),

AND

ARTICLE

THE

CORPORATION'S

ARTICLES

INCORPORATION,

INCLUDING A

PROVISION

PROVIDING

FOR AUTOMATIC

CONVERSION

NON-VOTING

COMMON

STOCK

INTO

VOTING

COMMON

STOCK

UPON

CERTAIN

SALES,

ASSIGNMENTS OR OTHER TRANSFERS OF THE SHARES."

(v)

Effect

Other

Obligations.

Nothing

contained

this Section

3(c) shall

be deemed

to eliminate

or otherwise

modify any

other requirements

applicable to Transfers under these Articles of

Incorporation or applicable law.

(vi)

Conversion

Date.

Effective

immediately

prior

the

close of business on the Conversion

Date, dividends shall no longer be

declared on any

such

converted

Non-Voting

Common

Stock,

and

such

Non-Voting

Common Stock shall represent only the right

to receive shares of Voting Common Stock

issuable upon conversion of such shares; provided, that Holders of Non-Voting Common

Stock

shall

have

the

right

receive

any

declared

and

unpaid

dividends

the

Conversion

Date

such shares

and

any other

payments

which they

are

otherwise

entitled pursuant to the terms hereof.

(vii)

Record Holder

as of

Conversion Date.

The Person

Persons entitled to receive shares of Voting Common Stock issuable upon conversion of

Non-Voting

Common

Stock

any

applicable

Conversion

Date

shall

treated

for

all

purposes as

the record

Holder(s) of

such shares

of Voting

Common Stock

immediately

upon Conversion in accordance with Section 3(c)(i).

(d)

Voting Rights.

(i)

General.

The

Holders

Non-Voting

Common

Stock

shall be entitled to notice

of and attendance at all shareholder

meetings at which Holders

of shares

of Voting

Common Stock

shall be

entitled to

vote; provided,

that notwithstanding

any such notice,

except as required

by applicable law

or as expressly

set forth herein,

the

Holders

Non-Voting

Common

Stock

shall

not

entitled

vote

any

matter

presented

the

shareholders

the

Corporation

for

their

action

consideration,

including the election of directors of the Corporation.

(ii)

Protective Consent Rights. In

addition to any approval

rights that may be required by applicable law, the consent of the

Holders of Non-Voting

Common Stock representing

a majority of

the number of

shares of Non-Voting

Common

Stock then

issued and

outstanding, given

in person

or by

proxy, either

in writing

or by

vote, at a special or annual

meeting, voting or consenting as a separate

class, shall be

necessary

to:

(A)

amend,

alter

repeal

(including

merger,

consolidation

otherwise)

any

provision

these

Articles

Incorporation

that

significantly

and

adversely

affects

the

rights,

preferences

terms

the

Non-Voting

Common

Stock

contained

herein

manner

that

different

from

the

effect

such

amendment,

alteration or repeal on

the Voting Common

Stock or (B)

liquidate, dissolve or

windup the

business and affairs of the Corporation.

(iii)

Action

Written

Consent. Any

action,

including

any

vote required or permitted to be taken at any

annual or special meeting of shareholders

of the Corporation, that requires a separate vote of the Holders of Non-Voting Common

Stock

voting

Voting Group,

may

adopted

taken

such

Holders

without

meeting,

without

prior

notice

and

without

vote,

consent

consents

writing,

setting

forth

the

action

adopted

taken,

are

signed

Holders

Non-Voting

Common

Stock

having

not

less

than

the

minimum

number

votes

that

would

required

adopt

take

such

action

meeting

which

all

Non-Voting

Common Stock entitled to vote thereon were present and voted, and is delivered to the

Corporation

delivery

the

Corporate

Secretary

the

Corporation

its

principal

executive office.

(e)

Subdivision;

Stock

Splits;

Combinations.

The

Corporation

shall

not

any

time

subdivide

(by

any

stock

split,

stock

dividend,

recapitalization

otherwise) its outstanding shares of Non-Voting Common Stock into a greater number of

shares,

combine

(by

combination,

reverse

stock

split

otherwise)

its

outstanding

shares of Non-Voting Common Stock into a smaller number of shares.

(f)

Reclassification, Consolidation,

Merger or

Sale.

In the

event

of any merger,

consolidation, share exchange,

reclassification or other

similar transaction

which the

shares of

Voting Common

Stock are

exchanged for

or changed

into other

stock or

securities, cash

and/or any

other property,

each share

of Non-Voting

Common

Stock will at the same time be similarly exchanged or changed in

an amount equal to the

aggregate amount of

stock, securities, cash and/or

any other property (payable

in kind),

the

case may

be,

based

upon the

Converted Stock

Equivalent Amount

immediately

prior

such

transaction;

provided

that

the

election

such

Holder

Non-Voting

Common Stock,

any securities

issued with

respect to

the Non-Voting

Common Stock

shall

be non-voting securities

under the resulting

corporation's organizational documents

and

the

Corporation

shall

make

appropriate

provisions

(in

form

and

substance

reasonably

satisfactory to

the Holders

of at

least a

majority of

the Non-Voting

Common Stock

then

outstanding) and

take such

actions necessary to

ensure that

Holders of

the Non-Voting

Common

Stock

shall retain

securities with

substantially the

same privileges,

limitations

and

relative

rights

the

Non-Voting

Common

Stock.

Subject

the

foregoing,

the

event the Holders of Voting

Common Stock are provided the

right to convert or

exchange

Voting

Common

Stock for

stock

or securities,

cash and/or

any

other property,

then

the

Holders of

the Non-Voting Common

Stock shall be

provided the same

right based upon

the

Converted

Stock

Equivalent Amount

immediately

prior

such

transaction.

the

event that the Corporation offers to

repurchase shares of Voting Common Stock from

its

shareholders

generally,

the

Corporation

shall

offer

repurchase

Non-Voting

Common

Stock pro

rata based

upon

the Converted

Stock Equivalent Amount

such Holders

Non-Voting Common Stock immediately prior

to such repurchase. In the event

of any pro

rata subscription offer, rights offer

or similar offer to

holders of Voting Common Stock,

the

Corporation

shall

provide

the

Holders

the

Non-Voting

Common

Stock

the

right

participate based

upon the Converted

Stock Equivalent

Amount immediately

prior to such

offering; provided

that at

the election

of such

Holder, any

shares issued

with respect

the Non-Voting Common Stock shall be issued in the form of Non-Voting Common Stock

rather than Voting Common Stock.

(g)

Unissued

Reacquired

Shares.

Non-Voting

Common Stock that have

been issued and converted, redeemed

or otherwise purchased

acquired

the

Corporation

shall,

upon

the

taking

any

action

required

law,

automatically revert to authorized but unissued shares of Non-Voting Common Stock.

(h)

Reservation of Voting Common Stock.

(i)

Sufficient

Shares.

The

Corporation

shall

all

times

reserve and keep available out of its authorized and unissued shares of Voting Common

Stock or

shares of

Voting Common

Stock acquired

by the

Corporation, solely

for issuance

upon the

conversion of

shares of

Non-Voting Common

Stock as

provided in

this Article

III, Paragraph

A, Section 3, free

from any preemptive or other

similar rights, such number

Voting

Common

Stock

shall

from

time

issuable

upon

the

conversion of all the shares of Non-Voting Common Stock then outstanding.

(ii)

Free and Clear Delivery. All shares of Voting Common

Stock delivered upon conversion

of the shares

of Non-Voting Common Stock,

shall, upon

issuance, be

duly authorized,

validly issued,

fully paid

and non-assessable,

free and

clear

of all liens, claims, security interests and other encumbrances (other than liens, charges,

security interests and other encumbrances created by the Holders thereof).

(iii)

Compliance with

Law. Prior

to the

delivery

of any

Voting

Common Stock that the Corporation

shall be obligated to deliver upon

conversion of the

Non-Voting

Common

Stock,

the

Corporation

shall

use

its

reasonable

best

efforts

comply

with

any

federal

and

state

laws

and

regulations

thereunder

requiring

the

registration of

such securities with,

or any approval

of or

consent to the

delivery thereof

by, any governmental authority.

(i)

Transfer

Agent,

Conversion

Agent,

Registrar

and

Paying

Agent.

The duly appointed

Transfer

Agent, Conversion

Agent, registrar and

paying agent,

as applicable,

for the

Common Stock

shall initially

be the

Corporation. The

Corporation

may appoint a

successor Transfer Agent that shall accept

such appointment prior

to the

effectiveness of

such removal.

Upon any

such appointment,

the Corporation

shall send

notice thereof to the Holders of Common Stock.

(j)

Mutilated, Destroyed, Stolen and Lost Certificates.

If physical

certificates

are

issued,

the

Corporation

shall

replace

any

mutilated

certificate

the

Holder's expense

upon surrender

of that

certificate to

the Transfer

Agent. The

Corporation

shall

replace

any

certificate

that

becomes

destroyed,

stolen

lost,

the

Holder's

expense, upon

delivery to

the Corporation

and the

Transfer

Agent of

satisfactory evidence

that

the

certificate has

been

destroyed,

stolen

lost,

together with

any

indemnity and

bond that may be required by the Transfer Agent or the Corporation.

(k)

No Closing of Books; Cooperation.

The Corporation shall not

close its books against the Transfer of shares of Non-Voting Common Stock or of shares

Voting

Common

Stock

issued

issuable

upon

conversion

Non-Voting

Common

Stock in any manner which

interferes with the timely conversion

of Non-Voting Common

Stock.

The

Corporation

shall

assist

and

cooperate

with

any

Holder

Non-Voting

Common

Stock required

to make

any governmental

filings

or obtain

any governmental

approval

non-objection

prior

connection

with

any

conversion

Non-Voting

Common Stock hereunder (including, without limitation, making any governmental filings

required

made

by the

Corporation),

but the

Corporation

shall not

obligated

reimburse any such Holder for expenses incurred in connection therewith.

(l)

Taxes.

(i)

Transfer Taxes. The

Corporation shall

pay any and

all

stock transfer,

documentary, stamp

and similar

taxes that

may be

payable in

respect of

any issuance

or delivery

of shares

of Non-Voting

Common Stock

or Voting

Common Stock

issued

account

Non-Voting

Common

Stock

pursuant

hereto

certificates

representing such shares; provided, that the

Corporation shall not be required to

pay any

such

tax

that

may

payable

respect

any

Transfer

involved

the

issuance

delivery of shares in a

name other than that

in which the shares of Non-Voting

Common

Stock involved were registered, or in respect of

any payment to any Person other than a

payment

the

registered

Holder

thereof,

and

shall

not

required

make

any

such

issuance

delivery

unless

and

until

satisfied

that

any

such

tax

for

which

the

Corporation is not responsible has been or will be paid.

(ii)

Withholding.

All payments

and distributions

(or deemed

distributions) on

the shares

of Non-Voting

Common Stock

(and on

the shares

of Voting

Common

Stock

received

upon

their

conversion)

shall

subject

withholding

and

backup withholding of tax

to the extent required by

law, subject to applicable

exemptions,

and amounts withheld, if any, shall be treated as received by the Holders thereof.

Preferred Stock

General

Subject

applicable

law,

these

Articles

Incorporation

and

the

Corporation's

Bylaws, the

Board

Directors is

authorized,

any time

or from

time to

time, to

issue Preferred Stock

and: (i) to

provide for the

issuance of shares

of Preferred

Stock in

one or

more classes

or series,

and any

restrictions on the

issuance or

reissuance

of any

additional Preferred

Stock; (ii)

to determine

the designation for

any such

classes

or series

by number,

letter or

title that

shall distinguish

such classes

or series

from any

other classes or series,

respectively, of Preferred Stock; (iii) to

establish from time to

time

the number of

shares to be

included in

any such class

or series, including

a determination

that such class or

series shall consist

of a single

share, or that

the number of

shares shall

be decreased (but not below

the number of shares thereof

then outstanding); and (iv) to

determine with respect to the shares of any class

or series of Preferred Stock 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,

including, but not limited to:

(a)

whether,

with

respect

entitled

dividends,

the

holders

thereof

shall

entitled

cumulative,

noncumulative

partially

cumulative

dividends,

the

dividend

rate

rates

(including

the

methods

and

procedures

for

determining

such

rate

rates),

and

any

other

terms

and

conditions

relating

such

dividends (including the

relation which such

dividends shall bear

to the dividends

payable

on any other class or series of the Corporation's capital stock);

(b)

whether,

and, if

so, to what

extent and

upon what terms

and

conditions, the holders thereof shall

be entitled to rights upon

the voluntary or involuntary

liquidation,

dissolution

winding-up

of,

upon

any

distribution

the

assets

of,

the

Corporation;

(c)

whether,

and,

so,

upon

what

terms

and

conditions,

such

shares shall be convertible into, or exchangeable for, other securities or property;

(d)

whether,

and,

so,

upon

what

terms

and

conditions,

such

shares shall be redeemable by the Corporation;

(e)

whether

the

shall

subject

any

sinking

fund

provided for the purchase or redemption of such

shares and, if so, the terms and

amount

of such fund;

(f)

whether

the

holders

thereof

shall

entitled

voting

rights

and, if so, the terms and conditions for the exercise thereof; and

(g)

whether the holders thereof shall

be entitled to other relative,

participating,

optional

other

special

powers,

preferences

rights

and,

so,

the

qualifications, limitations and restrictions of such preferences or rights.

ARTICLE IV

The term for which the Corporation shall exist shall be perpetual.

ARTICLE V

Management.

The

management

the

business

and

the

conduct

the

affairs

of the

Corporation shall

be vested

in the

Board of

Directors. The

initial Board

Directors

the

Corporation

shall

consist

seven

(7)

directors.

The

name

and

street

address of the initial director of this Corporation is:

Name

Address

Luis de la Aguilera

2301

87th

Avenue,

Doral,

Florida

33172

Aida Levitan

2301

87th

Avenue,

Doral,

Florida

33172

Ramón Abadin

2301

87th

Avenue,

Doral,

Florida

33172

Howard P.

Feinglas

2301

87th

Avenue,

Doral,

Florida

33172

Bernardo Fernandez, M.D.

2301

87th

Avenue,

Doral,

Florida

33172

Wayne K. Goldstein

2301

87th

Avenue,

Doral,

Florida

33172

W. Kirk Wycoff

2301

87th

Avenue,

Doral,

Florida

33172

Number of Directors; Election; Tenn.

Subject to the rights of holders of any

class or series of Preferred Stock with respect to the election of directors, the number of

directors which shall

constitute the

whole Board of

Directors shall be

fixed by,

or in

the

manner provided in, the Bylaws

of the Corporation. Elections of directors

need not be by

written ballot unless the Bylaws of the Corporation shall so provide. Notwithstanding the

foregoing provisions of this Section

B, and subject to the

rights of holders of

any class or

series

Preferred

Stock

with

respect

the

election

directors,

each

director

shall

serve

until

his

her

successor

duly

elected

and

qualified

until

his

her

earlier

death, resignation or removal.

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

holders

capital

stock

issued

and

outstanding

and

entitled

vote in

election

Directors representing

least a

majority of

the

votes

entitled to be cast thereon, and then, only for cause:

Amendment of Bylaws. Subject to the restrictions set forth in these Articles

of Incorporation, the

power to adopt,

amend or repeal

the Bylaws of

the Corporation may

be exercised by the Board of Directors.

ARTICLE VI

Action

Written

Consent

Shareholders.

Except

otherwise

expressly provided

by the

terms of

the Non-Voting Common

Stock and

any class

or series

of Preferred Stock permitting the holders

of the Non-Voting Common Stock or such class

or series

of Preferred

Stock, as

the case

may be,

to act

by written

consent, any

action

required or permitted to be taken by shareholders of the Corporation must be effected at

a duly

called annual or

special meeting

of the shareholders

and may not

be effected

written consent in lieu of a meeting.

Special Meetings. Except

as otherwise expressly

provided by

the terms of

any class

or series

of Preferred

Stock permitting

the holders

of such

class or

series of

Preferred Stock

to call a

special meeting

of the

holders of

such class or

series, special

meetings of shareholders of the

Corporation may be called by the

Board of Directors or

any one or more shareholders owning, in the

aggregate, not less than ten percent of the

Voting Common Stock. The Board of Directors may cancel, postpone or reschedule any

previously

scheduled

special

meeting

any

time,

before

after

the

notice

for

such

meeting has been sent to the shareholders.

Fractional

Shares.

Common

Stock

Preferred

Stock

may

issued in fractions

of a share

which shall entitle

the holder thereof,

in proportion to

such

holder's

fractional

shares,

exercise

voting

rights,

receive

dividends,

participate

distributions

and

have

the

benefit

all

other

rights

holders

such

Common Stock or Preferred Stock, as the case may be.

Exclusion

Statutory

Provisions

Relating

Affiliate

Transactions

and

Control

Acquisitions.

Sections

607.0901

and

607.0902

the

Florida

Business

Corporation Act shall not apply to the Corporation.

Notices.

Unless

otherwise

provided

herein,

all

notices

referred

herein

shall be in writing, and,

unless otherwise specified herein, all

notices hereunder shall be

deemed to

have been

given upon

the earlier

of receipt

thereof or

five days

after its

deposit

the

U.S. mail

sent by

registered

or certified

mail with

postage

prepaid,

or the

date

shown on

the return

receipt if sent

by registered

or certified

mail, return

receipt requested,

and

the

receipt

signed

behalf

the

addressee,

addressed:

(i)

the

Corporation, to the principal executive office of

the Corporation or to the

transfer agent at

its principal

office in

the United

States of

America,

(ii) if

to any

holder,

to such

holder at

the address of

such holder as

listed in the

stock record books

of the Corporation,

or (iii)

to such other

address as the

Corporation or any

such holder,

as the case

may be, shall

have designated by notice similarly given.

ARTICLE VII

Indemnification.

the

fullest

extent

permitted

applicable

law,

the

Corporation

is authorized

provide

indemnification of

(and

advancement of

expenses

to)

the

directors,

officers,

employees

and

agents

the

Corporation

(and

any

other

persons to which

the applicable provisions

of the Florida

Business Corporation Act

or any

other

applicable

law

not

conflict

therewith

permits

the

Corporation

provide

indemnification)

through

Bylaw

provisions,

agreements

with

such

agents

other

persons, vote of shareholders or disinterested directors, or otherwise.

Priority of Indemnification.

The Corporation

acknowledges that the

directors

nominated by

the Priam

Capital Fund

II, LP.

("Priam") and

Patriot Financial

Partners II,

L.P.

and

Patriot

Financial

Partners

Parallel

II,

L.P.

(collectively,

"Patriot")

(each

"Investor Director") may

have certain rights to

indemnification, advancement of expenses

and/or

insurance

provided

the

Priam

and

Patriot

and/or

certain

their

respective

affiliates (collectively, the "Investor Indemnitors"). The

Corporation hereby agrees

(1) that

it is the indemnitor of first resort (i.e., its obligations to each Investor Director are primary

and

any

obligation

Investor

Indemnitors

advance

expenses

provide

indemnification for the same

expenses or liabilities incurred

by any Investor Director are

secondary),

and

(2)

that

shall

required

advance

the

full

amount

expenses

incurred by each

Investor Director and

shall be liable for

the full amount

of all expenses

and liabilities,

in each

case, to

the extent

permitted by

law,

without regard

to any

rights

an Investor

Director may have

against any

Investor Indemnitor.

The Corporation

further

agrees

that

advancement

payment

any

Investor

Indemnitor

behalf

any

Investor

Director with

respect to

any claim

for

which such

Investor Director

has sought

indemnification from

the Corporation

shall affect

the foregoing

and Investor Indemnitors

shall have a

right of contribution

and/or be subrogated

to the extent

of such advancement

payment

all

the

rights

recovery

such

Investor

Director

against

the

Corporation.

Limitation of Personal Liability. To

the fullest extent permitted by applicable

law as the same

exists or hereafter may

be amended, no director

of the Corporation shall

personally

liable

the

Corporation

its

shareholders

for

monetary

damages

for

breach

fiduciary

duty

director.

applicable

provisions

the

Florida

Business

Corporations

Act

any

other

applicable

law

not

conflict

therewith

are

amended

authorize corporate action further eliminating or limiting the personal liability of

directors,

then the liability of a

director of the Corporation shall

be eliminated or limited to

the fullest

extent

permitted

the

applicable

provisions

the

Florida

Business

Corporations

Act

and such other applicable law, as so amended. No amendment,

modification or repeal of

this

paragraph or

any adoption

of any

other provision

of these

Articles of

Incorporation

inconsistent with

this paragraph shall

apply to or

adversely affect

any right or

protection

director

the

Corporation

existing

the

time

such

amendment,

modification,

repeal or

adoption with respect

to any acts

or omissions of

such director occurring

prior

to such amendment, modification, repeal or adoption.

ARTICLE VIII

The

Corporation reserves

the

right to

amend, alter,

change or

repeal any

provision contained in

these Articles of

Incorporation (including any

rights, preferences or

other

designations

Preferred

Stock),

the

manner

now

hereafter

prescribed

these Articles of Incorporation

and the Florida Business

Corporations Act; and all rights,

preferences and

privileges herein

conferred upon

shareholders by

and pursuant

to this

Articles of Incorporation in its present

form or as hereafter amended

are granted subject

the

right

reserved

this

Article

VIII.

Notwithstanding

any

other

provision

these

Articles

Incorporation

the

contrary,

and

addition

any

other

vote

that

may

required by law or the terms

of these Articles of Incorporation, the

affirmative vote of the

holders

least

sixty

six

and

two-thirds

percent

(66

2/3%)

the

then

outstanding

shares of Voting Common Stock, voting together

as a single class,

shall be required to (i)

amend,

alter

repeal,

adopt

any

provision

part

this

Articles

Incorporation

inconsistent with the purpose and intent of, Article IV, Article V,

Article VI, Article VII, this

Article VIII or Article X (including, without limitation, any such Article as renumbered as a

result of

any amendment,

alteration, change,

repeal or

adoption of

any other

Article) or

(ii) amend, alter

or repeal, or

adopt any provision

as part of

these Articles of

Incorporation

or the Corporation's Bylaws inconsistent with the purpose

and intent of, Sections 2.1, 2.2

and 2.12 or Articles VII

or IX (including, without limitation,

any such Article or Section

renumbered as a result of any amendment, alteration, change, repeal or adoption of any

other Article or Section) of the Corporation's Bylaws.

ARTICLE IX

Notwithstanding anything in

these Articles

to the

contrary,

the Corporation

and the members of the Board of Directors (the "Directors") shall at all

times comply with

the

requirements

Sections

655.0385

and

655.0386

the

Florida

Statutes.

The

Corporation

acknowledges

that

the

Directors

and

their

respective

affiliates

and

investment funds

may review

the

business plans

and

related proprietary

information

other enterprises

which may

have products

or services

which may

or may

not compete

directly or indirectly

with those

of the

Corporation and its

subsidiaries, and may

trade in

the securities of

such enterprises. No

Directors, any

of their respective

affiliates or related

investment funds

shall be

precluded or

in any

way restricted

from investing

or participating

any

particular

enterprise,

trading

the

securities

thereof

whether

not

such

enterprise

has products

or services

that

compete

with those

the Corporation

and

its

subsidiaries and affiliates. The Corporation expressly acknowledges and agrees that: (a)

the

Directors

and

their

respective

affiliates

have

the

right

to,

and

shall

have

duty

(contractual

otherwise)

not

to,

directly

indirectly,

engage

the

same

similar

business

activities

lines

business

the

Corporation

and

its

subsidiaries

and

affiliates;

and

(b) in

the event

that any

Director or

its affiliates

acquires knowledge

of a

potential transaction or matter that may be a corporate opportunity for the Corporation or

any

its

subsidiaries

affiliates,

such

Director

its

affiliate

shall

have

duty

(contractual or

otherwise) to

communicate or

present such

corporate opportunity

to the

Corporation or any of its subsidiaries and affiliates, and, notwithstanding any

provision of

this

Articles

Incorporation,

the Bylaws

or applicable

law to

the contrary,

shall

not

liable to

the Corporation or

any of its

subsidiaries or affiliates

or the shareholders

of the

Corporation for

breach of

any duty

(contractual or

otherwise) by

reason

of the

fact that

such Director or

any of its

affiliates thereof, directly

or indirectly, pursues or acquires

such

opportunity for itself,

directs such opportunity

to another person,

or does not

present such

opportunity to the Corporation.

ARTICLE X

Certain Definitions. For purposes

of this Article X, the following

terms shall

have the meanings indicated (and any references to any

portions of Treasury Regulation

§ 1.3822T shall include any successor provisions):

"Affiliate"

shall have the meanings

set forth in

Rule 12b-2 under

the

Securities Exchange Act of 1934, as amended.

"Code" means the Internal

Revenue Code of 1986,

as amended from

time to time.

"Entity"

means an "entity" as defined in Treasury Regulation § 1.382-

3(a).

"Expiration

Date"

means

the

earlier

(A)

January

2035,

(B)

the

repeal

Section

382

the

Code

any

successor

statute

the

Board

Directors

determines that this Article X is no longer

necessary for the preservation of Tax

Benefits

and (C) the

beginning of a

taxable year of

the Corporation to

which the Board

of Directors

determines that

no Tax

Benefits may

be carried

forward, unless

the Board

of Directors

shall fix an earlier or later date in accordance with Article X, Section G.

"Five-Percent Shareholder"

means an individual,

an Entity

or a Public

Group" whose

Ownership Interest

Percentage is

greater than

or equal

to 5%

or who

would

be treated

as a

"5-percent shareholder"

under Section

382 of

the Code

and applicable

Treasury

Regulations. For

purposes of

determining whether

a Person

is a

Five-percent

Shareholder, any options (as defined in Treasury Regulations) treated as owned by

such

Person shall be deemed

exercised if the result

is to cause such

Person to be treated

a Five-percent Shareholder.

"Large

Investor"

means

any

Person

that

identified

Large

Investor in a stock purchase agreement between such Person and the Corporation.

"Option"

shall

have

the

meaning

set

forth

Treasury

Regulation

§§1.382-2T(h)(4)(v) and 1.382-4(d)(9).

"Ownership

Interest

Percentage"

means,

any

determination

date,

the

percentage

the

Corporation's

issued

and

outstanding

Stock

(not

including

treasury

subject

vesting

connection

with

compensatory

arrangements

with

the

Corporation)

that

individual

Entity

would

treated

owning for purposes

of Section 382

of the Code,

applying the following

additional rules:

(A) in the

event that such individual

or Entity,

or any Affiliate

of such individual or

Entity,

owns or is party to an Option with

respect to Stock (including, for the avoidance

of doubt,

any cash-settled derivative contract that gives such individual or Entity

a "long" exposure

with

respect

Stock),

such

individual,

Entity

affiliate

will

treated

owning

amount

Stock

equal

the

number

referenced

such

Option,

(B)

for

purposes

applying

Treasury

Regulation

1.382-2T(k)(2),

the

Corporation

shall

treated as

having "actual

knowledge" of

the beneficial

ownership of

all outstanding

Stock

that

would

attributed

any

such

individual

Entity,

(C)

Section

382(l)(3)(A)(ii)(II)

the

Code shall

not

apply and

(D) any

additional

rules

the Board

Directors may establish from time to time.

"Permissible Transferee"

means a

transferee that,

immediately prior

any

transfer,

has

Ownership

Interest

Percentage

equal

(A)

zero

percentage

points,

plus

(B)

any

percentage

attributable

prior

transfer

from,

attribution

ownership from, a Large Investor or another Permissible Transferee.

10.

"Person" means any individual, Entity,

firm, corporation, partnership,

trust association,

limited liability

company, limited liability

partnership, governmental

entity

or other

entity and

shall

include any

successor (by

merger or

otherwise) of

any such

entity.

11.

"Prohibited

Transfer"

means

any

purported

transfer

Stock

the

extent that such transfer is prohibited under this Article X.

12.

"Public

Group"

means

"public

group"

defined

Treasury

Regulation §1.382-2T(f)(13).

13.

"Stock"

means (A) shares of Common Stock, (B) shares of Preferred

Stock (other than shares of any class of Preferred Stock described in Section 1504(a)(4)

of the Code) and

(other than any Option)

that would be treated

"stock" of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

14.

"Tax

Benefit"

means

the

net

operating

loss

carryovers,

capital

loss

carryovers, general business credit

carryovers, alternative minimum

tax credit carryovers

and foreign tax

credit carryovers, as well

as any potential loss or

deduction attributable to

an existing

"net unrealized

built-in loss"

within the meaning

of Section

382 of

the Code,

of the Corporation or any direct or indirect subsidiary thereof.

15.

"Transfer"

refers to any means of

conveying record, beneficial or tax

ownership

(applying,

the

case

tax

ownership,

applicable

attribution

rules

for

purposes of Section 382 of the Code) of Stock, whether such means is direct or

indirect,

voluntary or

involuntary.

A Transfer

also shall

include the

creation or

grant of

an option

(including an option within the meaning of

Treasury Regulations § 1.382-2T(h)(4)(v)

and

§ 1.382-4(d)(9)).

16.

"Transferee"

means

any

Person

whom

any

such

security

transferred.

17.

"Treasury

Regulations"

means

the

regulations,

including

temporary

regulations or any successor regulations

promulgated under the Code,

as amended from

time to time.

Transfer

Restrictions. Solely

for the

purpose of

permitting the

utilization of

the Tax Benefits to

which the

Corporation (or

any other

member of

the consolidated

group

of which the

Corporation is the

common parent for

U.S. federal income

tax purposes) is

may

entitled

pursuant

the

Code

and

the

regulations

thereunder,

the

following

restrictions shall apply

until the Expiration

Date, unless the

Board of Directors

has waived

any such restrictions in accordance with Article X, Section G:

From and after the effective date of this Articles of

Incorporation and

prior to the Expiration Date,

except as otherwise provided in

this Article X, Section (B)(1),

no individual

or Entity

other than

the Corporation

shall, except

as provided

in Article

Section (C)(1)

below,

transfer to

any individual

or Entity

any direct

or indirect

interest in

any Stock or Options to

acquire Stock to the extent

that such transfer,

if effective, would

cause the Ownership Interest Percentage of the transferee or any other individual, Entity

or Public Group to increase to 4.95 percent (4.95%) or above, or

from 4.95% or above to

greater

Ownership

Interest

Percentage

the

extent

that

such

transfer

would

constitute a

transfer to

a Five-Percent

Shareholder. Nothing in

this Article

X shall

preclude

the

settlement

any

transaction

with

respect

the

Stock

entered

into

through

the

facilities

any

national

securities

exchange

over-the-counter

market;

provided,

however,

that the fact

that the

settlement of any

transaction occurs shall

not negate

the

effect

any

other

provision

this

Article

and

the

securities

involved

such

transaction,

and

the

purported

transferor

and

Purported

Acquiror

(as

defined

below)

thereof,

shall

remain

subject

the

provisions

this

Article

respect

such

transaction.

From and after the effective date of this Articles of

Incorporation and

prior to the Expiration

Date, except as otherwise

provided in this Article

X, Section (C)(2),

no Five-Percent Shareholder shall, except as provided in Article X, Section (C)(2) below,

transfer to any individual or

Entity any direct or

indirect interest in any

Stock or Options to

acquire Stock owned by such Five-Percent Shareholder without the prior approval of the

Board

Directors.

Nothing

this

Article

shall

preclude

the

settlement

any

transaction

with

respect

the

Stock

entered

into

through

the

facilities

any

national

securities exchange or over-the-counter market; provided, however, that the fact that the

settlement of any transaction

occurs shall not negate

the effect of

any other provision of

this Article X,

and the securities

involved in such

transaction, and the

purported transferor

and Purported Acquiror (as defined below) thereof, shall remain subject

to the provisions

of this Article X in respect of such transaction.

Permitted Transfers.

Any transfer that

would otherwise

be prohibited pursuant

to Article X,

Section

(B)(1)

shall

nonetheless

permitted

(A)

such

transfer

made

Large

Investor to a

Large Investor or

a Permissible Transferee

or by a

Permissible Transferee

Large

Investor

Permissible

Transferee,

(B)

prior

such

transfer

being

consummated (or, in the

case of an involuntary transfer, as

soon as practicable after the

transaction is consummated), the

Board of Directors, in

its sole discretion, approves

the

transfer (such approval may relate to a transfer or series

of identified transfers), (C) such

transfer

pursuant

any

transaction,

including,

but

not

limited

to,

merger

consolidation, in

which all

holders of

Stock receive,

or are

offered the

same opportunity

to receive, cash or other consideration for all such Stock,

and upon the consummation of

which the acquiror

will own at

least a majority

of the outstanding

shares of Stock,

or (D)

such

transfer is

transfer by

the

Corporation to

an underwriter

or placement

agent for

distribution in a

public offering, whether registered

or conducted pursuant

to an exception

from

registration;

provided,

however,

that

transfers

such

underwriter

placement

agent

purchasers

such

offering

remain

subject

this

Article

determining

whether to

approve a

proposed transfer

pursuant to

Article X,

Section (C)(1)(B),

the Board

Directors may,

its sole

discretion,

require (at

the expense

the transferor

and/or

transferee) an

opinion of

counsel or

an independent

nationally recognized

accounting firm

selected

the

Board

Directors

any

matter,

which

may

include

opinion

with

respect to the

transfer not causing

an "ownership change"

or an "owner

shift"

within the

meaning of Section 382 of the Code.

Any transfer that

would otherwise

be prohibited pursuant

to Article X,

Section (B)(2)

shall nonetheless

be permitted,

provided that

it is otherwise

permitted by

Article X, Section (B)(1), if applicable, if

(A) such transfer is made by a

Large Investor or

a Permissible Transferee,

(B) prior to such

transfer being consummated (or,

in the case

of an involuntary transfer,

as soon as practicable after

the transaction is consummated),

the Board

of Directors,

its sole

discretion, approves

the transfer

(such

approval may

relate to a transfer or series of identified

transfers) or (C) such transfer is pursuant to

any

transaction, including, but not limited to,

a merger or consolidation, in

which all holders of

Stock receive, or

are offered the same

opportunity to receive,

cash or other

consideration

for all

such Stock, and

upon the consummation

of which

the acquiror will

own at

least a

majority

the

outstanding

Stock.

determining

whether

approve

proposed transfer pursuant to Article X, Section (C)(2)(B), the Board of Directors may, in

its sole discretion, require (at the expense of the transferor and/or transferee) an opinion

of counsel

or an

independent nationally

recognized accounting

firm selected

by the

Board

of Directors on any matter,

which may include an opinion with respect to the transfer

not

causing an "ownership change"

or an "owner shift"

within the meaning of Section

382 of

the Code.

The

Board

Directors

may

exercise

the

authority

granted

this

Article

Section

C through

duly

authorized officers

or agents

the

Corporation. The

Board

Directors

may

establish

committee

determine

whether

approve

proposed transfer or for any other purpose relating to this Article X. As a condition to the

Corporation's

consideration

request

approve

proposed

transfer,

the

Board

Directors may require

the transferor and/or transferee

to reimburse or

agree to reimburse

the Corporation, on demand, for all costs and expenses incurred by the Corporation with

respect

such

proposed

transfer,

including, without

limitation,

the Corporation's

costs

and expenses incurred in determining whether to authorize such proposed transfer.

Treatment

Prohibited

Transfers.

Unless

the

transfer

permitted

provided in Article X,

Section C, any attempted

transfer of Stock or

Options in excess of

the Stock or

Options that could be

transferred to the

transferee without restriction

under

Article X, Section

(B)(1) shall

be prohibited, shall

be null and

void ab initio

and shall not

effective

transfer

ownership

such

excess

Stock

Options

(the

"Prohibited

Shares")

the purported

acquiror

thereof

(the "Purported

Acquiror"),

who

shall

not be

entitled to any rights as a shareholder of

the Corporation with respect to such Prohibited

Shares (including, without limitation, the right to vote or to receive dividends with respect

thereto).

Upon

demand

the

Corporation,

the

Purported

Acquiror

shall,

within thirty (30)

days of

the date of

such a demand,

transfer or

cause to be

transferred

any certificate or

other evidence of

purported ownership of

Prohibited Shares

within the

Purported Acquiror's

possession or

control, along

with any

dividends or

other distributions

paid by the Corporation

with respect to any

Prohibited Shares that were received

by the

Purported

Acquiror

(the

"Prohibited

Distributions"),

such

Person

the

Corporation

shall designate

to act

as transfe

agent for

such Prohibited

Shares (the

"Agent"). If

the

Purported

Acquiror

has

sold

any

Prohibited

unrelated

party

arm's-

length

transaction

after

purportedly

acquiring

them,

the

Purported

Acquiror

shall

deemed

have

sold

such

Prohibited

for

the

Agent,

and

lieu

transferring

such Prohibited

Shares (and

Prohibited Distributions

with respect

thereto) to

the Agent

shall

transfer

the

Agent

any

such

Prohibited

Distributions

and

the

proceeds

such

sale (the

"Resale Proceeds")

except to

the extent

that the

Agent grants

written permission

to the Purported Acquiror to retain

a portion of such Resale Proceeds not

exceeding the

amount that

would have

been payable

by the

Agent to

the Purported

Acquiror pursuant

to Article

X, Section

(D)(2) below if

such Prohibited

Shares had

been sold

by the

Agent

rather than by the

Purported Acquiror. Any purported transfer of

Prohibited Shares by

the

Purported Acquiror other

than a transfer

described in one

of the first

two sentences of

this

Article X,

Section (D)(1)

shall not

be effective

to transfer

any ownership

of such

Prohibited

Shares.

The

Agent

shall

sell

one

arm's-length

transactions

any

Prohibited Shares transferred

to the Agent

by the Purported

Acquiror, provided, however,

that any

such sale

must not

constitute a

Prohibited Transfer

and provided,

further,

that

the Agent shall effect such sale or

sales in an orderly fashion

and shall not be required

effect any such sale within any specific time frame

if, in the Agent's discretion, such sale

or sales

would disrupt

the market

for the

Stock or

otherwise would

adversely affect

the

value

the

Stock.

The

proceeds

such

sale

(the

"Sales

Proceeds"),

the

Resale

Proceeds, if applicable,

shall be

used to

pay the

expenses of the

Agent in

connection with

its duties under this Article X, Section D with respect to such Prohibited Shares, and any

excess shall be

allocated to the Purported

Acquiror up to

the following amount:

(A) where

applicable, the

purported purchase

price paid

or value

of consideration

surrendered by

the Purported Acquiror for such Prohibited

Shares; and (B) where the purported transfer

Prohibited

the

Purported

Acquiror

was

gift,

inheritance,

any

similar

purported

transfer,

the

fair

market

value

(as

determined

good

faith

the

Board

Directors) of such Prohibited

Shares at the

time of such

purported transfer. Subject to the

succeeding

provisions

this

Article

Section

(D)(2),

any

Resale

Proceeds

Sales

Proceeds

excess

the

amount

allocable

the

Purported

Acquiror

pursuant

the

preceding sentence, together with any Prohibited Distributions, shall be transferred to an

entity described in Section 501(c)(3)

of the Code and selected

by the Board of Directors

or its designee; provided,

however, that if the Prohibited Shares

(including any Prohibited

Shares arising

from a

previous Prohibited

Transfer

not sold

by the

Agent in

a prior

sale

sales)

represent

4.95%

greater

Ownership

Interest

Percentage,

then

any

such

remaining

amounts

the

extent

attributable

the

disposition

the

portion

such

Prohibited Shares

exceeding a

4.94% Ownership

Interest Percentage

shall be

paid to

two

organizations

qualifying

under

Section

501(c)(3)

selected

the

Board

Directors. In no event shall any such amounts described in the preceding sentence inure

to the benefit of the Purported Acquiror,

the Corporation or the Agent, but such amounts

may be used to cover expenses incurred by

the Agent in connection with its duties

under

this

Article X,

Section D

with respect

to the

related Prohibited

Shares. Notwithstanding

anything in

this Article

X to

the contrary,

the Corporation

shall at

all times

be entitled

make

application to

any court

equitable jurisdiction

within the

State of

Florida for

adjudication

the

respective

rights

and

interests

any

Person

and

any

Sale

Proceeds,

Resale

Proceeds

and

Prohibited

Distributions

pursuant

this

Article

and

applicable law and for leave to pay such amounts into such court.

Within thirty (30) business days of learning of

a purported transfer of

Prohibited

Purported

Acquiror,

the

Corporation

through

its

Secretary

shall

demand that the

Purported Acquiror surrender

to the Agent

the certificates representing

the Prohibited

Shares, or any

Resale Proceeds, and

any Prohibited Distributions,

and if

such surrender is

not made by

the Purported

Acquiror, the Corporation may

institute legal

proceedings

compel

such

transfer;

provided,

however,

that

nothing

this

Article

Section (D)(3)

shall preclude

the Corporation

in its

discretion from

immediately bringing

legal

proceedings

without

prior

demand,

and

provided,

further

that

failure

the

Corporation to act within the time periods set

out in this paragraph (c) shall not constitute

waiver

any

right

the

Corporation

compel

any

transfer

required

Article

Section (D)(1).

Upon a

determination by

the

Corporation that

there has

been or

threatened

purported

transfer

Prohibited

Purported

Acquiror,

the

Corporation

may take

such

action

addition to

any

action

permitted

the

preceding

paragraph as it

deems advisable

to give

effect to the

provisions of

this Article

X, including,

without limitation,

refusing

to give

effect on

the books

of this

Corporation to

such purported

transfer or instituting proceedings to enjoin such purported transfer.

Transferee Information.

The Corporation may

require as a

condition to the

approval of the transfer of

any shares of its

Stock or Options to acquire

Stock pursuant to

this

Article

that

the

proposed

transferee

furnish

the

Corporation

all

information

requested by

the Corporation

and available

to the

proposed transferee

and its

affiliates

with respect to the

direct or indirect ownership

interests of the proposed

transferee (and

of Persons

to whom ownership

interests of

the proposed

transferee would be

attributed

for

purposes of

Section

382

the Code)

in Stock

or other

options or

rights to

acquire

Stock.

Legend

Certificates.

All

certificates

evidencing

ownership

Stock that are subject

to the restrictions on

transfer contained in this

Article X shall bear

a conspicuous legend referencing the restrictions set forth in this Article X as follows:

"THE

ARTICLES

INCORPORATION

THE

CORPORATION,

AMENDED,

CONTAIN

RESTRICTIONS

PROHIBITING

THE

TRANSFER

STOCK

(INCLUDING

THE

CREATION

GRANT

CERTAIN

OPTIONS,

RIGHTS

AND

WARRANTS)

WITHOUT

THE

PRIOR

AUTHORIZATION

THE

BOARD

DIRECTORS

THE

CORPORATION

SUCH

TRANSFER

AFFECTS

THE

PERCENTAGE

OF STOCK OF

THE CORPORATION

THAT

IS TREATED

AS OWNED

FIVE-PERCENT

SHAREHOLDER.

THE

TRANSFER

RESTRICTIONS

ARE

VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND

THE PURPORTED

ACQUIROR

THE

STOCK

WILL

REQUIRED

TRANSFER

SUFFICIENT

SECURITIES TO

CAUSE THE FIVE-PERCENT

SHAREHOLDER TO NO

LONGER BE

VIOLATION

THE

TRANSFER

RESTRICTIONS.

THE

CORPORATION

WILL

FURNISH

WITHOUT CHARGE

TO THE

HOLDER OF

RECORD OF

THIS CERTIFICATE

COPY

ITS

ARTICLES

INCORPORATION,

CONTAINING

THE

ABOVE

REFERENCED

TRANSFER

RESTRICTIONS,

UPON

WRITTEN

REQUEST

THE

CORPORATION AT

ITS PRINCIPAL PLACE OF BUSINESS."

Waiver

Article

The

Board

Directors

may,

any

time

prior

the

Expiration Date, waive this Article X in respect of any or all transfers notwithstanding

the

effect

potential

effect

such

waiver

the

Tax

Benefits

determines

that

such

waiver is in

the best interests

of the Corporation,

including as may

be necessary for

the

safety

and

soundness

the

Corporation

comply

with

any

order

issued

applicable

bank

regulatory

authority.

Any

such

determination

waive

this

Article

respect of any or all

transfers shall be filed with

the Secretary of the

Corporation. Nothing

in this Article X shall

be construed to limit or

restrict the Board of

Directors in the exercise

of its fiduciary duties under applicable law.

Board Authority.

The Board of Directors shall have the power to determine, in its sole

discretion, all

matters necessary for

assessing compliance

with this

Article X,

including,

without

limitation,

the

identification

Five-Percent

Shareholders

with

respect

the

Corporation

within

the

meaning

Section

382

the

Code

and

the

regulations

thereunder; the

owner shifts,

within the

meaning of

Section 382

of the

Code, that

have

previously

taken

place;

the

magnitude

the

owner

shift

that

would

result

from

the

proposed

transaction;

the

effect

any

reasonably

foreseeable

transactions

the

Corporation

or any

other

Person

(including any

transfer

Stock or

Options

acquire

Stock that the Corporation has no power to prevent, without regard to any knowledge on

the part of the Corporation

as to the likelihood of

such transfer); the possible

effects of an

ownership change within the meaning of Section 382 of

the Code and any other matters

which the

Board of

Directors determines

to be

relevant. Moreover,

the Corporation

and

the Board of

Directors shall be

entitled to

rely in

good faith upon

the information,

opinions,

reports or

statements of

the chief

executive officer, the chief

financial officer, and the

chief

accounting officer of the Corporation and

of the Corporation's legal counsel,

independent

auditors, transfer agent, investment bankers,

and other employees and agents in

making

the

determinations

and

findings

contemplated

this

Article

the

fullest

extent

permitted by

law.

Any determination

by the

Board of

Directors pursuant

to this

Article X

shall be conclusive and binding

on the Corporation, the Agent,

and all other parties

for all

purposes of this Article X.

Nothing

contained

this

Article

shall

limit

the

authority

the

Board of Directors to take such other action, in its sole discretion, to the extent permitted

by law as it deems necessary or advisable to preserve the Tax

Benefits.

In the case of an

ambiguity in the application

of any of the provisions

of this

Article X,

including any

definition used

herein, the

Board of

Directors shall

have

the

power

determine,

its

sole

discretion,

the

application

such

provisions

with

respect

any

situation

based

its

belief,

understanding

knowledge

the

circumstances. In the

event this Article

X requires an

action by the

Board of Directors

but

fails to provide specific

guidance with respect to

such action, the Board

of Directors shall

have the power

to determine, in

its sole discretion,

the action to

be taken so

long as such

action

not

contrary

the

provisions

this

Article

All

such

actions,

calculations,

interpretations

and

determinations

which

are

done

made

the

Board

Directors

shall be

conclusive and

binding on

the Corporation,

the Agent,

and all

other parties

for

all purposes of this Article X.

Liability.

the fullest

extent permitted

by law,

any shareholder

subject to

the provisions of this Article X who knowingly violates the provisions of

this Article X and

any

Persons

controlling, controlled

under

common

control

with

such

shareholder

shall be

jointly and

severally liable

to the

Corporation for,

and shall

indemnify and

hold

the

Corporation

harmless

against,

any

and

all

damages

suffered

result

such

violation, including but not limited

to damages resulting from

a reduction in, or

elimination

of,

the

Corporation's

ability to

utilize

its

Tax

Benefits,

and

attorneys'

and

auditors'

fees

incurred

connection

with,

resulting

from

that

are

any

way

attributable

such

violation.

Severability.

any

provision

this

Article

any

application

such

provision is determined to be invalid by any federal or state court having jurisdiction over

the

issue,

the

validity

the

remaining

provisions

shall

not

affected

and

other

applications

such provision

shall

affected

only to

the extent

necessary to

comply

with the determination of such court.

Benefits of

Article X.

Nothing in

this Article

X shall

be construed

to give

any Person other

than the Corporation or

the Agent any legal

or equitable right, remedy

or claim

under this Article

X. This

Article X shall

be for

the sole and

exclusive benefit

the Corporation and the Agent.

ARTICLE XI

The initial registered office of this Corporation shall be

located at the City of Doral,

the

County of

Miami-Dade, State

Florida, and

its address

there shall

be, at

present,

2301

N.W.

87th

Avenue,

Doral,

Florida

33172,

and

the

initial

registered

agent

the

Corporation

that

address

shall

Jalal

Shehadeh.

The

Corporation

may

change

its

registered agent or the

location of its registered

office, or both, from

time to time without

amendment of these Articles of Incorporation.

ARTICLE XII

The name and street address of the person signing

these Articles of Incorporation

as Incorporator are: 2301 N.W. 87th Avenue, Doral, Florida 33172.

WITNESS

WHEREOF,

the

undersigned

does

hereby

make

and

file

these

Articles of

Incorporation declaring

and certifying

that the

facts stated

here are

true, and

hereby subscribes thereto and hereunto sets his hand this 18 day of November, 2021.

/s/ Luis de la Aguilera

Luis de la Aguilera

IN WITNESS

WHEREOF,

the

Corporation has

caused these

Articles of

Amendment to

the Articles of Incorporation

to be signed by

its duly authorized

officer this 24th day of

May, 2023.

USCB FINANCIAL HOLDINGS, INC.

By:

/s/ Jalal Shehadeh

Name:

Jalal Shehadeh

Title:

Executive Vice President and General

Counsel

CERTIFICATE DESIGNATING

PLACE OF

BUSINESS

FOR THE

SERVICE OF PROCESS WITHIN FLORIDA AND REGISTERED

AGENT UPON

WHOM PROCESS

MAY BE SERVED

In compliance

with Sections 48.091

and 607.0501.

Florida Statutes, the

following

is submitted:

USCB

Financial

Holdings,

Inc.

(the

"Corporation")

desiring

organize

domestic

corporation

qualify

under

the

laws

the

State

Florida

has

named

and

designated

Jalal Shehadeh

its Registered

Agent

to accept

service of

process

within

the

State

Florida

with

its

registered

office

located

2301

87th

Avenue,

Doral,

Florida 33172.

ACKNOWLEDGMENT

Having

been

named

Registered

Agent

for

the

Corporation

the

place

designated in this Certificate, I hereby agree to act in this capacity; and I am familiar with

and

the

obligations

relating

service

registered

agent,

the

same

may

apply

the

Corporation;

and

further

agree

comply

with

the

provisions

Florida

Statutes,

Section

48,091

and

all

other

statutes,

all

the

same

may

apply

the

Corporation relating to the proper and complete

performance of my duties as Registered

Agent.

Dated this 18th day of November, 2021.

/s/ Jalal Shehadeh

Jalal Shehadeh, Registered Agent

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USCB Financial (USCB) 10-Q2023 Q2 Quarterly report

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