USCB FINANCIAL HOLDINGS INC

Exhibit Index

Signatures

CAUTIONARY NOTE REGARDING FORWARD

-LOOKING STATEMENTS

This

Annual

Report

on

Form

10-K

that

are

not

in

nature

are

to

be,

and

are

hereby identified as, forward-looking

statements for purposes of

the safe harbor provided by

Section 21E of the Securities

Exchange Act

of 1934,

as amended.

The words

“may,” “will,” “anticipate,” “could,”

“should,” “would,” “believe,”

“contemplate,”

“expect,” “aim,” “plan,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are

to

These

include

related

to

our

growth,

anticipated

future

and

goals,

as

well

as

statements relating to

the anticipated effects

on results of

condition from expected

or events, or business and growth strategies, including

anticipated internal growth.

These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ

materially from those anticipated in such statements.

Potential risks and uncertainties include, but are not

limited to:

•

the strength of the United States economy

in general and the strength of the local

economies in which we conduct

•

our ability to successfully manage interest rate risk, credit

risk, liquidity risk, and other risks inherent to our industry;

•

the accuracy of our financial statement estimates and assumptions, including the estimates used for our credit loss

reserve and deferred tax asset valuation allowance;

•

the efficiency and effectiveness of our

internal control environment;

•

extensive laws

we are

subject, including

the laws

jurisdiction where we operate;

•

adverse

changes

or

in

the

capital

and

markets,

actual

or

stresses

in

the

banking industry;

•

deposit attrition and the level of our uninsured deposits;

•

legislative or regulatory

changes and changes

in accounting

principles, policies,

practices or guidelines,

the on-going effects of the implementation of the

Current Expected Credit Losses (“CECL”);

•

the lack of a significantly diversified loan portfolio and concentration in the South Florida market, including the risks

of geographic, depositor,

and industry concentrations,

including our concentration

in loans secured by

in particular, commercial real estate;

•

the effects of climate change;

•

the concentration of ownership of our common stock;

•

fluctuations in the price of our common stock;

•

our ability to fund or access the capital markets at attractive

rates and terms and manage our growth, both organic

growth as well as growth through other means, such as

future acquisitions;

•

inflation, interest rate, unemployment rate, market, and monetary

fluctuations;

•

impacts of international hostilities and geopolitical events;

•

and

its

effect

on

the

pricing

of

our

and

as

well

as

our

net

rate

spread and net interest margin;

•

the loss of key employees;

•

the effectiveness of our risk management strategies, including operational risks, including, but not limited to, client,

employee, or third-party fraud and cybersecurity breaches;

and

•

other

risks

described

in

this

Annual

Report

on

Form

10-K

and

other

filings

we

make

with

the

and

Exchange Commission (“SEC”).

All

are

only

of

future

results,

and

there

can

be

no

that

actual results will

not differ

materially from expectations.

Therefore, you are

cautioned not to

place undue reliance

on any

included in

this

on Form

10-K are

made

only

as of

the

date

hereof,

and

we

undertake

no

to

update

or

revise

any forward

-looking

to reflect

events or circumstances after the date on which the statement is made or to

reflect the occurrence of unanticipated events,

unless required to do so under

the federal securities laws. You

should also review the risk

factors described in this Annual

Report on Form 10-K

and in the reports the

Company filed or will file

with the SEC and, for

periods prior to the completion

of

the

bank

holding

company

reorganization,

U.S.

Century

Bank

(the

“Bank”)

filed

with

the

Federal

Deposit

Insurance

Corporation (“FDIC”).