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.
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 one share 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:
•
power, are to be set by the Board;
•
of capital stock entitled to vote in an election of directors;
•
•
•
•
•
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
•
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
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.