USCB FINANCIAL HOLDINGS, INC.

Evaluation of Disclosure Controls and Procedures

Under the supervision and

with the participation

of our management,

including our Chief Executive

Officer and our Chief

Officer,

we

the

of

the

design

and

operation

of

the

and

as

of

Based

on

that

believes

that

the

and

were

to

collect,

process,

and

disclose

the

to

be

disclosed

in

the

reports filed or

submitted under

the Exchange

Act within the

required time

periods as of

the end of

the period covered

by

this Annual Report on Form 10-K.

This

annual

report

does

not

include

an

integrated

audit

report

of

the

registered

public

firm

control

over

reporting.

Management's

report

was

not

subject

to

audit

by

the

registered public accounting

firm pursuant

to the

rules of

the SEC

that permit

the Company,

as an

emerging growth company

to provide only management's report in this annual report.

Management’s Report on Internal Control

over Financial Reporting

Management is responsible for designing, implementing, documenting, and

maintaining an adequate system of internal

control over financial

reporting, as

such term

is defined

in the Exchange

Act. An

adequate system

of internal control

over

financial reporting encompasses the processes and procedures

that have been established by management to:

•

maintain records that accurately reflect the Company’s

transactions;

•

prepare

and

footnote

in

with

U.S.

GAAP

that

can

be

relied

upon

by

external users; and

•

prevent and detect unauthorized acquisition, use or disposition of the Company's assets that could have a material

effect on the financial statements.

Management conducted

an evaluation

of the

of the

internal control

based on the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of

the

Treadway

Commission

(COSO).

Based

on

this

evaluation

under

the

criteria

in

Control-Integrated

Framework,

management concluded that

internal control over financial

reporting was effective

as of December 31,

2024. Furthermore,

during the conduct of its assessment, management identified no material weakness in

its financial reporting control system.

The Board of the Company,

through its Audit Committee, provides

oversight to management’s

conduct of the financial

reporting process.

The Audit

Committee, which

is composed

entirely of

independent directors,

is also

responsible for

the

appointment of the independent registered public

accounting firm. The Audit Committee also

meets with management, the

audit

staff,

and

the

company’s

independent

registered

public

firm

throughout

the

year

to

provide

assurance as to the adequacy of the financial

reporting process and to monitor the overall

scope of the work performed by

the internal audit staff and the independent registered

public accounting firm.

Because of its inherent limitations, the disclosure controls and

procedures may not prevent or detect misstatements.

A

control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the

objectives of the control system are met. Because

of the inherent limitations in all control systems, no

evaluation of controls

can provide absolute assurance that all control issues and instances of

fraud, if any,

have been detected. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions or that the degree of compliance with the

policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There has been

no change in

our internal control

over financial reporting

(as defined in

Rules 13a-15(f) and

15d-15(f)

Exchange Act)

during our

most recent

fiscal quarter

that has

materially affected, or

is reasonably

affect, our internal control over financial reporting.