December 30, 2021Uscb Financial Holdings, Inc. • December 30th, 2021 • New York
Reference is made to that certain Second Amended and Restated Investment Agreement (the “Investment Agreement”), dated February 19, 2015, between U.S. Century Bank, a Florida banking corporation (“USCB”), Priam Capital Fund II, LP (“Priam”), Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. (together with Patriot Financial Partners II, L.P., “Patriot”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 30th, 2021 • Uscb Financial Holdings, Inc. • New York
This Assignment and Assumption of Agreement (this “Agreement”) is made and entered into as of December 30, 2021 (the “Effective Date”), by and between U.S. Century Bank, a Florida banking corporation (“Assignor”), and USCB Financial Holdings, Inc., a Florida corporation (“Assignee”).
AGREEMENT AND PLAN OF SHARE EXCHANGE BETWEEN U.S. CENTURY BANK AND USCB FINANCIAL HOLDINGS, INC.Agreement and Plan of Share • December 30th, 2021 • Uscb Financial Holdings, Inc. • Florida
This Agreement and Plan of Share Exchange (the “Agreement”) is dated as of December 27, 2021, by and between U.S. Century Bank, a Florida chartered, non-Federal Reserve System member commercial bank (the “Bank”), and USCB Financial Holdings, Inc., a Florida corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • Uscb Financial Holdings, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2015 (the “Effective Date”) is entered into by and among U.S. Century Bank, a Florida banking corporation (“USCB”), Priam Capital Fund II, LP (“Priam”), Patriot Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P. (together with Patriot Financial Partners II, L.P. “Patriot”) and the other shareholders of USCB listed on the signatures pages of this Agreement (the “Small Investors”).
