EX-3.1 8 exhibit31.htm EX-3.1 exhibit31
Exhibit 3.1
 
ARTICLES OF INCORPORATION,
 
AS AMENDED
 
OF
 
USCB FINANCIAL HOLDINGS, INC.
The
 
undersigned,
 
being
 
of
 
legal
 
age
 
and
 
desiring
 
to
 
form
 
a
 
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)
 
to
 
purchase
 
or
 
otherwise
 
acquire,
 
to
 
own
 
and
 
to
 
hold
 
the
 
stock
 
of
banks
 
and
 
other
 
corporations,
 
and
 
to
 
do
 
every
 
act
 
and
 
thing
 
covered
 
generally
 
by
 
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)
 
to
 
purchase,
 
subscribe
 
for,
 
acquire,
 
own,
 
hold,
 
sell,
 
exchange,
assign, transfer, mortgage, pledge,
 
hypothecate or otherwise
 
transfer or dispose
 
of stock,
scrip,
 
warrants,
 
rights,
 
bonds,
 
securities
 
or
 
evidences
 
of
 
indebtedness
 
issued
 
or
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
 
or
jurisdiction,
 
or
 
any
 
state,
 
district,
 
territory,
 
dependency
 
or
 
county
 
or
 
subdivision
 
or
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
 
of
 
the
 
objects,
 
purposes,
 
and
 
powers
 
of
 
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
 
of
such laws.
 
 
 
2
ARTICLE III
The
 
aggregate
 
number of
 
shares of
 
all
 
classes of
 
capital stock
 
which
 
the
Corporation
 
shall
 
have
 
authority
 
to
 
issue
 
is
 
68,600,000,
 
consisting
 
of
 
(i)
 
53,000,000
shares
 
of
 
common
 
stock,
 
par
 
value
 
$1.00
 
per
 
share
 
(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").
A.
 
Common Stock
The
 
Common
 
Stock
 
shall
 
consist
 
of
 
two
 
classes
 
of
 
stock:
 
(1)
 
45,000,000
shares of
 
Class
 
A
 
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
 
A
 
of this
Article III.
1.
 
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
of
 
any
 
classes
 
or
 
series
 
of
 
Preferred
 
Stock.
 
Except
 
as
 
set
 
forth
 
below,
 
all
 
shares
 
of
Common
 
Stock (whether
 
Voting Common
 
Stock or
 
Non-Voting
 
Common
 
Stock) will
 
be
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"
 
of
 
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)
 
of
the federal
 
Bank Holding
 
Company Act
 
of 1956,
 
as
 
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
or
 
Sunday,
 
a
 
day
 
on
 
which,
 
in
 
the
 
County
 
of
 
Miami-Dade,
 
State
 
of
 
Florida,
 
banking
institutions generally are authorized or obligated by law or executive order to be closed.
 
 
3
(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
 
to
 
any
 
given
share
 
of
 
Non-Voting
 
Common
 
Stock,
 
the
 
date
 
on
 
which
 
such
 
share
 
of
 
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
1
 
share of Voting Common Stock; provided that
if, after issuance of any Non-Voting
 
Common Stock, the Corporation subdivides
 
or splits
its
 
outstanding
 
shares
 
of
 
Voting
 
Common
 
Stock,
 
including
 
by
 
way
 
of
 
a
 
dividend
 
or
distribution
 
of
 
Voting
 
Common
 
Stock,
 
or
 
combines
 
its
 
outstanding
 
shares
 
of
 
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
be
 
proportionately
 
adjusted
 
as
 
if
 
such
 
action
 
applied
 
to
 
the
 
shares
 
of
 
Voting
 
Common
Stock represented by the Converted Stock Equivalent Amount.
(vii)
 
"DTC"
 
shall
 
have
 
the
 
meaning
 
set
 
forth
 
in
 
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
 
in
 
whose
 
name
 
shares
 
of
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
 
a
 
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
 
or
 
series
 
of
 
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
 
as
 
to
 
rights
 
on
 
liquidation,
 
dissolution
 
or
 
winding-up
 
of
 
the
Corporation
 
(in
 
each
 
case,
 
without
 
regard
 
to whether
 
dividends
 
accrue
 
cumulatively or
non-cumulatively).
(xiii)
 
"Transfer"
 
means
 
any
 
sale,
 
transfer,
 
assignment
 
or
other disposition (including by merger, reorganization, operation of law or otherwise).
 
1
 
Articles amended, effective May 24, 2023, to change
 
the conversion ratio from 0.2 to one.
 
 
 
 
4
(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
 
in
 
Section
607.01401(78), Florida Business Corporation Act.
(xvii)
 
"Voting
 
Securities"
 
means
 
capital
 
stock
 
of
 
the
Corporation
 
that
 
is
 
then
 
entitled
 
to
 
vote
 
generally
 
in
 
the
 
election
 
of
 
directors
 
of
 
the
Corporation.
2.
 
Voting Common Stock
 
(a)
Voting
 
Rights.
The
 
Holders of
 
record of
 
the Voting
 
Common
Stock
 
are
 
entitled
 
to
 
one
 
(1)
 
vote
 
per
 
share
 
on
 
all
 
matters
 
to
 
be
 
voted
 
on
 
by
 
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
 
or
 
series
 
of
 
Preferred
 
Stock
 
or
 
the
 
Non-Voting
 
Common
 
Stock
 
if
these Articles
 
of
 
Incorporation
 
provide
 
that
 
only
 
the
 
holders
 
of
 
one
 
or
 
more
 
classes
 
or
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
 
of
 
Directors
 
of
 
the
 
Corporation
 
(the
 
"Board
 
of
 
Directors")
 
in
 
its
 
sole
 
discretion,
subject
 
to
 
applicable
 
provisions
 
of
 
Federal
 
and
 
Florida
 
law
 
and
 
of
 
these
 
Articles
 
of
Incorporation,
 
as
 
amended
 
from
 
time
 
to
 
time,
 
and
 
subject
 
to
 
the
 
relative
 
rights
 
and
preferences
 
of
 
any
 
shares
 
of
 
Non-Voting
 
Common
 
Stock
 
and
 
any
 
shares
 
of
 
Preferred
Stock authorized, issued and outstanding hereunder.
(c)
Liquidation Rights.
(i)
 
Liquidation.
 
In
 
the
 
event
 
of
 
a
 
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
 
or
 
irrevocably
 
set
 
apart
 
for
 
payment,
 
the
 
assets
 
of
 
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
 
as
 
holding
 
the
 
number
 
of
 
whole
 
shares
 
of
 
Common
 
Stock
 
equal
 
to
 
the
product
 
of
 
the
 
Converted
 
Stock
 
Equivalent Amount
 
and
 
the
 
number
 
of
 
such
 
shares
 
of
Non-Voting
 
Common
 
Stock
 
immediately
 
prior
 
to
 
such
 
Liquidation
 
Event),
 
and
 
(C)
 
the
Holders of
 
any other
 
securities of
 
the Corporation
 
having the
 
right to
 
participate in
 
such
 
 
 
 
 
5
distributions
 
upon
 
the
 
occurrence
 
of
 
a
 
Liquidation
 
Event,
 
in
 
accordance
 
with
 
the
respective terms thereof.
(ii)
 
Merger,
 
Consolidation
 
and
 
Sale
 
of
 
Assets
 
Not
Liquidation.
 
For
 
purposes
 
of
 
this
 
Section
 
2(c),
 
the
 
merger
 
or
 
consolidation
 
of
 
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.
3.
 
Non-Voting Common Stock
(a)
Dividends.
(i)
 
General.
 
Each
 
share
 
of
 
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
 
shares
 
resulting
 
from
 
such
 
computation
 
to
 
the
 
nearest
 
whole
number),
 
such
 
that
 
no
 
share
 
of
 
Voting
 
Common
 
Stock
 
shall
 
receive
 
a
 
dividend
 
or
distribution
 
unless
 
equivalent
 
dividends
 
or
 
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
 
in
 
an
 
adjustment
 
in
 
the
 
Converted
 
Stock
 
Equivalent Amount,
 
as
 
set
forth
 
in
 
Section
 
1(b)(vi)
 
in
 
the
 
definition
 
of
 
"Converted
 
Stock
 
Equivalent Amount."
 
The
Corporation
 
shall
 
not
 
declare
 
a
 
dividend
 
or
 
distribution
 
on
 
the
 
shares
 
of
 
the
 
Voting
Common Stock unless a
 
dividend or distribution
 
(as described above)
 
is also declared on
the
 
shares
 
of
 
Non-Voting
 
Common
 
Stock
 
in
 
accordance
 
with
 
this
 
Section
 
3(a)(i).
Notwithstanding anything set forth
 
in this Section 3(a)(i), if
 
any dividend or distribution
 
is
payable in
 
rights or warrants
 
to subscribe for
 
Voting Common
 
Stock or
 
purchase Voting
Common
 
Stock
 
pursuant
 
to
 
a
 
conversion
 
feature
 
in
 
a
 
debt
 
or
 
equity
 
security,
 
the
corresponding
 
dividend
 
or distribution
 
payable
 
on
 
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
or
 
warrant.
 
The
 
Non-Voting
 
Common
 
Stock
 
shall
 
have
 
no
 
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
 
or
distribution
 
to
 
the
 
Holders
 
of
 
the
 
Non-Voting
 
Common
 
Stock
 
other
 
than
 
as
 
expressly
provided in this Section 3(a)(i).
 
 
 
 
 
 
6
(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.
 
In
 
the
 
event
 
of
 
a
 
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
 
or
 
irrevocably
 
set
 
apart
 
for
 
payment,
 
the
 
assets
 
of
 
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
 
as
 
holding
 
the
 
number
 
of
 
whole
 
shares
 
of
 
Common
 
Stock
 
equal
 
to
 
the
product
 
of
 
the
 
Converted
 
Stock
 
Equivalent Amount
 
and
 
the
 
number
 
of
 
such
 
shares
 
of
Non-Voting
 
Common
 
Stock
 
immediately
 
prior
 
to
 
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
 
of
 
a
 
Liquidation
 
Event,
 
in
 
accordance
 
with
 
the
respective terms thereof.
(ii)
 
Merger,
 
Consolidation
 
and
 
Sale
 
of
 
Assets
 
Not
Liquidation.
 
For
 
purposes
 
of
 
this
 
Section
 
3(b),
 
the
 
merger
 
or
 
consolidation
 
of
 
the
Corporation with any
 
other corporation or
 
other entity, including
 
a merger or
 
consolidation
in
 
which
 
the
 
Holders
 
of
 
Non-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.
(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
 
or
 
to
 
the
 
Corporation;
 
(B)
 
pursuant
 
to
 
a
 
widespread
 
public
distribution
 
of 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 of 1933, as
 
amended); (C) if no
 
transferee (or group
 
of associated transferees) would
receive
 
2%
 
or
 
more
 
of
 
any
 
class
 
of
 
Voting
 
Securities
 
or
 
(D)
 
to
 
a
 
transferee
 
that
 
would
control more than 50% of the Voting Securities without any transfer from the transferor.
Each
 
share
 
of
 
Non-Voting
 
Common
 
Stock
 
shall
automatically
 
convert
 
into
 
a
 
number
 
of
 
shares
 
of
 
Voting
 
Common
 
Stock
 
equal
 
to
 
the
Converted
 
Stock
 
Equivalent
 
Amount
 
immediately
 
following
 
a
 
Transfer
 
of
 
the
 
type
described in
 
clauses (B),
 
(C) or
 
(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.
 
 
 
 
7
(ii)
 
Transfer
 
Procedures.
 
Upon
 
the
 
physical
 
surrender
 
to
the Corporation (or,
 
if the
 
Transfer
 
Agent is not
 
the Corporation, the
 
Transfer
 
Agent) of the
certificate
 
representing
 
shares
 
of
 
Non-Voting
 
Common
 
Stock
 
converted
 
pursuant
 
to
Section
 
3(c)(i) above,
 
together with
 
a
 
written certification
 
to the
 
effect
 
that such
 
shares
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
 
a
 
new
 
certificate,
 
registered
 
as
 
the
 
Holder
 
of
 
Non-Voting
 
Common
 
Stock
making the transfer may request, representing the aggregate number
 
of shares of Voting
Common
 
Stock
 
issued
 
upon
 
conversion
 
of
 
the
 
shares
 
of
 
Non-Voting
 
Common
 
Stock
being
 
Transferred
 
(provided
 
that,
 
if
 
the
 
transfer
 
agent
 
for
 
the
 
Common
 
Stock
 
is
participating
 
in
 
The
 
Depository
 
Trust
 
Company
 
("DTC")
 
Fast
 
Automated
 
Securities
Transfer
 
Program
 
and
 
the
 
transferee
 
is
 
eligible
 
to
 
receive
 
shares
 
through
 
DTC,
 
the
Transfer Agent
 
shall
 
instead
 
credit
 
such
 
number
 
of
 
full
 
Voting
 
Common
 
Stock
 
to
 
such
transferee's
 
balance
 
account
 
with
 
DTC
 
through
 
its
 
Deposit/Withdrawal
 
at
 
Custodian
system).
 
In
 
the
 
event
 
that
 
less
 
than
 
all
 
of
 
the
 
shares
 
of
 
Non-Voting
 
Common
 
Stock
represented by a certificate are
 
Transferred pursuant to clauses (B),
 
(C) or (D) of Section
3(c)(i) above,
 
the Corporation
 
shall promptly
 
issue a
 
new certificate
 
registered in
 
the name
of
 
the
 
transferor
 
Holder
 
of
 
Non-Voting
 
Common
 
Stock
 
representing
 
such
 
remaining
shares of Non-Voting Common Stock not subject to such Transfer.
(iii)
 
No
 
Responsibility
 
of
 
the
 
Corporation.
 
In
 
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
 
or
 
agent
 
of
 
the
Corporation
 
shall
 
be
 
liable
 
in
 
any
 
manner
 
for
 
any
 
action
 
taken
 
or
omitted in
 
good faith
 
in connection
 
with the
 
registration of
 
any such
Transfer
 
or
 
the
 
issuance
 
of
 
shares
 
of
 
Voting
 
Common
 
Stock
 
in
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
 
TO
 
PROVISIONS
 
WITH
 
RESPECT
 
TO,
INCLUDING
 
RESTRICTIONS
 
ON
 
PERMITTED
 
SALE,
 
ASSIGNMENT
 
OR
OTHER
 
TRANSFER
 
SET
 
FORTH
 
IN ARTICLE
 
III,
 
PARAGRAPH A,
 
SECTION
3(C)(I),
 
AND
 
ARTICLE
 
X,
 
OF
 
THE
 
CORPORATION'S
 
ARTICLES
 
OF
INCORPORATION,
 
INCLUDING A
 
PROVISION
 
PROVIDING
 
FOR AUTOMATIC
CONVERSION
 
OF
 
SHARES
 
OF
 
NON-VOTING
 
COMMON
 
STOCK
 
INTO
SHARES
 
OF
 
VOTING
 
COMMON
 
STOCK
 
UPON
 
CERTAIN
 
SALES,
ASSIGNMENTS OR OTHER TRANSFERS OF THE SHARES."
 
 
 
 
 
 
 
8
(v)
 
No
 
Effect
 
on
 
Other
 
Obligations.
 
Nothing
 
contained
 
in
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
 
to
 
the
close of business on the Conversion
 
Date, dividends shall no longer be
 
declared on any
such
 
converted
 
shares
 
of
 
Non-Voting
 
Common
 
Stock,
 
and
 
such
 
shares
 
of
 
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
 
to
 
receive
 
any
 
declared
 
and
 
unpaid
 
dividends
 
as
 
of
 
the
Conversion
 
Date
 
on
 
such shares
 
and
 
any other
 
payments
 
to
 
which they
 
are
 
otherwise
entitled pursuant to the terms hereof.
(vii)
 
Record Holder
 
as of
 
Conversion Date.
 
The Person
 
or
Persons entitled to receive shares of Voting Common Stock issuable upon conversion of
Non-Voting
 
Common
 
Stock
 
on
 
any
 
applicable
 
Conversion
 
Date
 
shall
 
be
 
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
 
of
 
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
 
of
 
Non-Voting
 
Common
 
Stock
 
shall
 
not
 
be
 
entitled
 
to
 
vote
 
on
 
any
 
matter
presented
 
to
 
the
 
shareholders
 
of
 
the
 
Corporation
 
for
 
their
 
action
 
or
 
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
 
or
 
repeal
 
(including
 
by
 
merger,
 
consolidation
 
or
otherwise)
 
any
 
provision
 
of
 
these
 
Articles
 
of
 
Incorporation
 
that
 
significantly
 
and
adversely
 
affects
 
the
 
rights,
 
preferences
 
or
 
terms
 
of
 
the
 
Non-Voting
 
Common
 
Stock
contained
 
herein
 
in
 
a
 
manner
 
that
 
is
 
different
 
from
 
the
 
effect
 
of
 
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
 
by
 
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
 
as
 
a
 
Voting Group,
 
may
 
be
 
adopted
 
or
 
taken
 
by
 
such
 
Holders
 
without
 
a
meeting,
 
without
 
prior
 
notice
 
and
 
without
 
a
 
vote,
 
if
 
a
 
consent
 
or
 
consents
 
in
 
writing,
setting
 
forth
 
the
 
action
 
so
 
adopted
 
or
 
taken,
 
are
 
signed
 
by
 
Holders
 
of
 
Non-Voting
 
9
Common
 
Stock
 
having
 
not
 
less
 
than
 
the
 
minimum
 
number
 
of
 
votes
 
that
 
would
 
be
required
 
to
 
adopt
 
or
 
take
 
such
 
action
 
at
 
a
 
meeting
 
at
 
which
 
all
 
shares
 
of
 
Non-Voting
Common Stock entitled to vote thereon were present and voted, and is delivered to the
Corporation
 
by
 
delivery
 
to
 
the
 
Corporate
 
Secretary
 
of
 
the
 
Corporation
 
at
 
its
 
principal
executive office.
(e)
Subdivision;
 
Stock
 
Splits;
 
Combinations.
The
 
Corporation
shall
 
not
 
at
 
any
 
time
 
subdivide
 
(by
 
any
 
stock
 
split,
 
stock
 
dividend,
 
recapitalization
 
or
otherwise) its outstanding shares of Non-Voting Common Stock into a greater number of
shares,
 
or
 
combine
 
(by
 
combination,
 
reverse
 
stock
 
split
 
or
 
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
in
 
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),
as
 
the
 
case may
 
be,
 
based
 
upon the
 
Converted Stock
 
Equivalent Amount
 
immediately
prior
 
to
 
such
 
transaction;
 
provided
 
that
 
at
 
the
 
election
 
of
 
such
 
Holder
 
of
 
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
 
as
 
the
 
Non-Voting
 
Common
 
Stock.
 
Subject
 
to
 
the
 
foregoing,
 
in
 
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
 
to
 
such
 
transaction.
 
In
 
the
event that the Corporation offers to
 
repurchase shares of Voting Common Stock from
 
its
shareholders
 
generally,
 
the
 
Corporation
 
shall
 
offer
 
to
 
repurchase
 
Non-Voting
 
Common
Stock pro
 
rata based
 
upon
 
the Converted
 
Stock Equivalent Amount
 
of
 
such Holders
 
of
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
 
of
 
the
 
Non-Voting
 
Common
 
Stock
 
the
 
right
 
to
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
 
to
the Non-Voting Common Stock shall be issued in the form of Non-Voting Common Stock
rather than Voting Common Stock.
(g)
Unissued
 
or
 
Reacquired
 
Shares.
Shares
 
of
 
Non-Voting
Common Stock that have
 
been issued and converted, redeemed
 
or otherwise purchased
or
 
acquired
 
by
 
the
 
Corporation
 
shall,
 
upon
 
the
 
taking
 
of
 
any
 
action
 
required
 
by
 
law,
automatically revert to authorized but unissued shares of Non-Voting Common Stock.
 
 
 
 
10
(h)
Reservation of Voting Common Stock.
(i)
 
Sufficient
 
Shares.
 
The
 
Corporation
 
shall
 
at
 
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
of
 
shares
 
of
 
Voting
 
Common
 
Stock
 
as
 
shall
 
from
 
time
 
to
 
time
 
be
 
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
 
to
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
 
at
 
the
Holder's expense
 
upon surrender
 
of that
 
certificate to
 
the Transfer
 
Agent. The
 
Corporation
shall
 
replace
 
any
 
certificate
 
that
 
becomes
 
destroyed,
 
stolen
 
or
 
lost,
 
at
 
the
 
Holder's
expense, upon
 
delivery to
 
the Corporation
 
and the
 
Transfer
 
Agent of
 
satisfactory evidence
that
 
the
 
certificate has
 
been
 
destroyed,
 
stolen
 
or
 
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
of
 
Voting
 
Common
 
Stock
 
issued
 
or
 
issuable
 
upon
 
conversion
 
of
 
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
 
of
 
Non-Voting
Common
 
Stock required
 
to make
 
any governmental
 
filings
 
or obtain
 
any governmental
approval
 
or
 
non-objection
 
prior
 
to
 
or
 
in
 
connection
 
with
 
any
 
conversion
 
of
 
Non-Voting
Common Stock hereunder (including, without limitation, making any governmental filings
 
 
 
 
 
11
required
 
to
 
be
 
made
 
by the
 
Corporation),
 
but the
 
Corporation
 
shall not
 
be
 
obligated
 
to
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
 
on
 
account
 
of
 
Non-Voting
 
Common
 
Stock
 
pursuant
 
hereto
 
or
 
certificates
representing such shares; provided, that the
 
Corporation shall not be required to
 
pay any
such
 
tax
 
that
 
may
 
be
 
payable
 
in
 
respect
 
of
 
any
 
Transfer
 
involved
 
in
 
the
 
issuance
 
or
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
 
to
 
the
 
registered
 
Holder
 
thereof,
 
and
 
shall
 
not
 
be
 
required
 
to
 
make
 
any
 
such
issuance
 
or
 
delivery
 
unless
 
and
 
until
 
it
 
is
 
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
 
be
 
subject
 
to
 
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.
B.
 
Preferred Stock
1.
 
General
 
Subject
 
to
 
applicable
 
law,
 
to
 
these
 
Articles
 
of
 
Incorporation
 
and
 
to
 
the
Corporation's
 
Bylaws, the
 
Board
 
of
 
Directors is
 
authorized,
 
at
 
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
 
to
 
shares
 
entitled
 
to
 
dividends,
 
the
holders
 
thereof
 
shall
 
be
 
entitled
 
to
 
cumulative,
 
noncumulative
 
or
 
partially
 
cumulative
dividends,
 
the
 
dividend
 
rate
 
or
 
rates
 
(including
 
the
 
methods
 
and
 
procedures
 
for
determining
 
such
 
rate
 
or
 
rates),
 
and
 
any
 
other
 
terms
 
and
 
conditions
 
relating
 
to
 
such
 
 
12
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
 
or
 
winding-up
 
of,
 
or
 
upon
 
any
 
distribution
 
of
 
the
 
assets
 
of,
 
the
Corporation;
(c)
 
whether,
 
and,
 
if
 
so,
 
upon
 
what
 
terms
 
and
 
conditions,
 
such
shares shall be convertible into, or exchangeable for, other securities or property;
(d)
 
whether,
 
and,
 
if
 
so,
 
upon
 
what
 
terms
 
and
 
conditions,
 
such
shares shall be redeemable by the Corporation;
(e)
 
whether
 
the
 
shares
 
shall
 
be
 
subject
 
to
 
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
 
be
 
entitled
 
to
 
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
 
or
 
other
 
special
 
powers,
 
preferences
 
or
 
rights
 
and,
 
if
 
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
A.
 
Management.
 
The
 
management
 
of
 
the
 
business
 
and
 
the
 
conduct
 
of
 
the
affairs
 
of the
 
Corporation shall
 
be vested
 
in the
 
Board of
 
Directors. The
 
initial Board
 
of
Directors
 
of
 
the
 
Corporation
 
shall
 
consist
 
of
 
seven
 
(7)
 
directors.
 
The
 
name
 
and
 
street
address of the initial director of this Corporation is:
 
 
 
 
 
 
 
13
Name
Address
Luis de la Aguilera
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
Aida Levitan
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
Ramón Abadin
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
Howard P.
 
Feinglas
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
Bernardo Fernandez, M.D.
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
Wayne K. Goldstein
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
W. Kirk Wycoff
2301
 
NW
 
87th
 
Avenue,
 
Doral,
 
Florida
33172
B.
 
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
 
of
 
Preferred
 
Stock
 
with
 
respect
 
to
 
the
 
election
 
of
 
directors,
 
each
 
director
 
shall
serve
 
until
 
his
 
or
 
her
 
successor
 
is
 
duly
 
elected
 
and
 
qualified
 
or
 
until
 
his
 
or
 
her
 
earlier
death, resignation or removal.
C.
 
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:
D.
 
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
A.
 
No
 
Action
 
by
 
Written
 
Consent
 
of
 
Shareholders.
 
Except
 
as
 
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
 
by
written consent in lieu of a meeting.
 
 
 
 
 
 
 
 
14
B.
 
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
 
at
 
any
 
time,
 
before
 
or
 
after
 
the
 
notice
 
for
 
such
meeting has been sent to the shareholders.
C.
 
Fractional
 
Shares.
 
Shares
 
of
 
Common
 
Stock
 
or
 
Preferred
 
Stock
 
may
 
be
issued in fractions
 
of a share
 
which shall entitle
 
the holder thereof,
 
in proportion to
 
such
holder's
 
fractional
 
shares,
 
to
 
exercise
 
voting
 
rights,
 
receive
 
dividends,
 
participate
 
in
distributions
 
and
 
to
 
have
 
the
 
benefit
 
of
 
all
 
other
 
rights
 
of
 
holders
 
of
 
shares
 
of
 
such
Common Stock or Preferred Stock, as the case may be.
D.
 
Exclusion
 
of
 
Statutory
 
Provisions
 
Relating
 
to
 
Affiliate
 
Transactions
 
and
Control
 
Share
 
Acquisitions.
 
Sections
 
607.0901
 
and
 
607.0902
 
of
 
the
 
Florida
 
Business
Corporation Act shall not apply to the Corporation.
E.
 
Notices.
 
Unless
 
otherwise
 
provided
 
herein,
 
all
 
notices
 
referred
 
to
 
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
in
 
the
 
U.S. mail
 
if
 
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
 
is
 
signed
 
by
 
or
 
on
 
behalf
 
of
 
the
 
addressee,
 
addressed:
 
(i)
 
if
 
to
 
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
A.
 
Indemnification.
 
To
 
the
 
fullest
 
extent
 
permitted
 
by
 
applicable
 
law,
 
the
Corporation
 
is authorized
 
to
 
provide
 
indemnification of
 
(and
 
advancement of
 
expenses
to)
 
the
 
directors,
 
officers,
 
employees
 
and
 
agents
 
of
 
the
 
Corporation
 
(and
 
any
 
other
persons to which
 
the applicable provisions
 
of the Florida
 
Business Corporation Act
 
or any
other
 
applicable
 
law
 
not
 
in
 
conflict
 
therewith
 
permits
 
the
 
Corporation
 
to
 
provide
indemnification)
 
through
 
Bylaw
 
provisions,
 
agreements
 
with
 
such
 
agents
 
or
 
other
persons, vote of shareholders or disinterested directors, or otherwise.
B.
 
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
 
an
"Investor Director") may
 
have certain rights to
 
indemnification, advancement of expenses
and/or
 
insurance
 
provided
 
by
 
the
 
Priam
 
and
 
Patriot
 
and/or
 
certain
 
of
 
their
 
respective
affiliates (collectively, the "Investor Indemnitors"). The
 
Corporation hereby agrees
 
(1) that
 
 
15
it is the indemnitor of first resort (i.e., its obligations to each Investor Director are primary
and
 
any
 
obligation
 
of
 
Investor
 
Indemnitors
 
to
 
advance
 
expenses
 
or
 
to
 
provide
indemnification for the same
 
expenses or liabilities incurred
 
by any Investor Director are
secondary),
 
and
 
(2)
 
that
 
it
 
shall
 
be
 
required
 
to
 
advance
 
the
 
full
 
amount
 
of
 
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
 
no
 
advancement
 
or
 
payment
 
by
 
any
 
Investor
 
Indemnitor
 
on
 
behalf
 
of
 
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
or
 
payment
 
to
 
all
 
of
 
the
 
rights
 
of
 
recovery
 
of
 
such
 
Investor
 
Director
 
against
 
the
Corporation.
C.
 
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
be
 
personally
 
liable
 
to
 
the
 
Corporation
 
or
 
its
 
shareholders
 
for
 
monetary
 
damages
 
for
breach
 
of
 
fiduciary
 
duty
 
as
 
a
 
director.
 
If
 
applicable
 
provisions
 
of
 
the
 
Florida
 
Business
Corporations
 
Act
 
or
 
any
 
other
 
applicable
 
law
 
not
 
in
 
conflict
 
therewith
 
are
 
amended
 
to
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
 
by
 
the
 
applicable
 
provisions
 
of
 
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
of
 
a
 
director
 
of
 
the
 
Corporation
 
existing
 
at
 
the
 
time
 
of
 
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
 
of
 
Preferred
 
Stock),
 
in
 
the
 
manner
 
now
 
or
 
hereafter
 
prescribed
 
by
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
to
 
the
 
right
 
reserved
 
in
 
this
 
Article
 
VIII.
 
Notwithstanding
 
any
 
other
 
provision
 
of
 
these
Articles
 
of
 
Incorporation
 
to
 
the
 
contrary,
 
and
 
in
 
addition
 
to
 
any
 
other
 
vote
 
that
 
may
 
be
required by law or the terms
 
of these Articles of Incorporation, the
 
affirmative vote of the
holders
 
of
 
at
 
least
 
sixty
 
six
 
and
 
two-thirds
 
percent
 
(66
 
2/3%)
 
of
 
the
 
then
 
outstanding
shares of Voting Common Stock, voting together
 
as a single class,
 
shall be required to (i)
amend,
 
alter
 
or
 
repeal,
 
or
 
adopt
 
any
 
provision
 
as
 
part
 
of
 
this
 
Articles
 
of
 
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
 
 
16
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
 
as
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
 
of
 
Sections
 
655.0385
 
and
 
655.0386
 
of
 
the
 
Florida
 
Statutes.
 
The
Corporation
 
acknowledges
 
that
 
the
 
Directors
 
and
 
their
 
respective
 
affiliates
 
and
 
related
investment funds
 
may review
 
the
 
business plans
 
and
 
related proprietary
 
information
 
of
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
in
 
any
 
particular
 
enterprise,
 
or
 
trading
 
in
 
the
 
securities
 
thereof
 
whether
 
or
 
not
 
such
enterprise
 
has products
 
or services
 
that
 
compete
 
with those
 
of
 
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
 
no
 
duty
(contractual
 
or
 
otherwise)
 
not
 
to,
 
directly
 
or
 
indirectly,
 
engage
 
in
 
the
 
same
 
or
 
similar
business
 
activities
 
or
 
lines
 
of
 
business
 
as
 
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
 
of
 
its
 
subsidiaries
 
or
 
affiliates,
 
such
 
Director
 
or
 
its
 
affiliate
 
shall
 
have
 
no
 
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
 
of
 
Incorporation,
 
the Bylaws
 
or applicable
 
law to
 
the contrary,
 
shall
 
not
 
be
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
A.
 
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):
1.
 
"Affiliate"
 
shall have the meanings
 
set forth in
 
Rule 12b-2 under
 
the
Securities Exchange Act of 1934, as amended.
2.
 
"Code" means the Internal
 
Revenue Code of 1986,
 
as amended from
time to time.
 
17
3.
 
"Entity"
 
means an "entity" as defined in Treasury Regulation § 1.382-
3(a).
4.
 
"Expiration
 
Date"
 
means
 
the
 
earlier
 
of
 
(A)
 
January
 
1,
 
2035,
 
(B)
 
the
repeal
 
of
 
Section
 
382
 
of
 
the
 
Code
 
or
 
any
 
successor
 
statute
 
if
 
the
 
Board
 
of
 
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.
5.
 
"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
 
as
a Five-percent Shareholder.
6.
 
"Large
 
Investor"
 
means
 
any
 
Person
 
that
 
is
 
identified
 
as
 
a
 
Large
Investor in a stock purchase agreement between such Person and the Corporation.
7.
 
"Option"
 
shall
 
have
 
the
 
meaning
 
set
 
forth
 
in
 
Treasury
 
Regulation
§§1.382-2T(h)(4)(v) and 1.382-4(d)(9).
8.
 
"Ownership
 
Interest
 
Percentage"
 
means,
 
as
 
of
 
any
 
determination
date,
 
the
 
percentage
 
of
 
the
 
Corporation's
 
issued
 
and
 
outstanding
 
Stock
 
(not
 
including
treasury
 
shares
 
or
 
shares
 
subject
 
to
 
vesting
 
in
 
connection
 
with
 
compensatory
arrangements
 
with
 
the
 
Corporation)
 
that
 
an
 
individual
 
or
 
Entity
 
would
 
be
 
treated
 
as
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
 
to
 
Stock),
 
such
 
individual,
 
Entity
 
or
 
affiliate
 
will
 
be
 
treated
 
as
 
owning
 
an
amount
 
of
 
Stock
 
equal
 
to
 
the
 
number
 
of
 
shares
 
referenced
 
by
 
such
 
Option,
 
(B)
 
for
purposes
 
of
 
applying
 
Treasury
 
Regulation
 
§
 
1.382-2T(k)(2),
 
the
 
Corporation
 
shall
 
be
treated as
 
having "actual
 
knowledge" of
 
the beneficial
 
ownership of
 
all outstanding
 
shares
of
 
Stock
 
that
 
would
 
be
 
attributed
 
to
 
any
 
such
 
individual
 
or
 
Entity,
 
(C)
 
Section
382(l)(3)(A)(ii)(II)
 
of
 
the
 
Code shall
 
not
 
apply and
 
(D) any
 
additional
 
rules
 
the Board
 
of
Directors may establish from time to time.
9.
 
"Permissible Transferee"
 
means a
 
transferee that,
 
immediately prior
to
 
any
 
transfer,
 
has
 
an
 
Ownership
 
Interest
 
Percentage
 
equal
 
to
 
(A)
 
zero
 
percentage
points,
 
plus
 
(B)
 
any
 
percentage
 
attributable
 
to
 
a
 
prior
 
transfer
 
from,
 
or
 
attribution
 
of
ownership from, a Large Investor or another Permissible Transferee.
 
 
18
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
 
of
 
Stock
 
to
 
the
extent that such transfer is prohibited under this Article X.
12.
"Public
 
Group"
 
means
 
a
 
"public
 
group"
 
as
 
defined
 
in
 
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
 
(C) any other interest
 
(other than any Option)
 
that would be treated
 
as
"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,
 
in
 
the
 
case
 
of
 
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
 
to
 
whom
 
any
 
such
 
security
 
is
transferred.
17.
"Treasury
 
Regulations"
 
means
 
the
 
regulations,
 
including
 
temporary
regulations or any successor regulations
 
promulgated under the Code,
 
as amended from
time to time.
B.
 
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
or
 
may
 
be
 
entitled
 
pursuant
 
to
 
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:
1.
 
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
 
X,
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
 
 
19
or Public Group to increase to 4.95 percent (4.95%) or above, or
 
from 4.95% or above to
a
 
greater
 
Ownership
 
Interest
 
Percentage
 
or
 
to
 
the
 
extent
 
that
 
such
 
transfer
 
would
constitute a
 
transfer to
 
a Five-Percent
 
Shareholder. Nothing in
 
this Article
 
X shall
 
preclude
the
 
settlement
 
of
 
any
 
transaction
 
with
 
respect
 
to
 
the
 
Stock
 
entered
 
into
 
through
 
the
facilities
 
of
 
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.
2.
 
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
 
of
 
Directors.
 
Nothing
 
in
 
this
 
Article
 
X
 
shall
 
preclude
 
the
 
settlement
 
of
 
any
transaction
 
with
 
respect
 
to
 
the
 
Stock
 
entered
 
into
 
through
 
the
 
facilities
 
of
 
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.
C.
 
Permitted Transfers.
1.
 
Any transfer that
 
would otherwise
 
be prohibited pursuant
 
to Article X,
Section
 
(B)(1)
 
shall
 
nonetheless
 
be
 
permitted
 
if
 
(A)
 
such
 
transfer
 
is
 
made
 
by
 
a
 
Large
Investor to a
 
Large Investor or
 
a Permissible Transferee
 
or by a
 
Permissible Transferee
to
 
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, in
 
its sole discretion, approves
 
the
transfer (such approval may relate to a transfer or series
 
of identified transfers), (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
 
of the outstanding
 
shares of Stock,
 
or (D)
such
 
transfer is
 
a
 
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
 
by
 
such
 
underwriter
 
or
 
placement
agent
 
to
 
purchasers
 
in
 
such
 
offering
 
remain
 
subject
 
to
 
this
 
Article
 
X.
 
In
 
determining
whether to
 
approve a
 
proposed transfer
 
pursuant to
 
Article X,
 
Section (C)(1)(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.
 
 
20
2.
 
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,
 
in
 
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
 
of
 
the
 
outstanding
 
shares
 
of
 
Stock.
 
In
 
determining
 
whether
 
to
 
approve
 
a
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.
3.
 
The
 
Board
 
of
 
Directors
 
may
 
exercise
 
the
 
authority
 
granted
 
by
 
this
Article
 
X,
 
Section
 
C through
 
duly
 
authorized officers
 
or agents
 
of
 
the
 
Corporation. The
Board
 
of
 
Directors
 
may
 
establish
 
a
 
committee
 
to
 
determine
 
whether
 
to
 
approve
 
a
proposed transfer or for any other purpose relating to this Article X. As a condition to the
Corporation's
 
consideration
 
of
 
a
 
request
 
to
 
approve
 
a
 
proposed
 
transfer,
 
the
 
Board
 
of
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
 
to
 
such
 
proposed
 
transfer,
 
including, without
 
limitation,
 
the Corporation's
 
costs
and expenses incurred in determining whether to authorize such proposed transfer.
D.
 
Treatment
 
of
 
Prohibited
 
Transfers.
 
Unless
 
the
 
transfer
 
is
 
permitted
 
as
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
be
 
effective
 
to
 
transfer
 
ownership
 
of
 
such
 
excess
 
Stock
 
or
 
Options
 
(the
 
"Prohibited
Shares")
 
to
 
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).
1.
 
Upon
 
demand
 
by
 
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"),
 
to
 
such
 
Person
 
as
 
the
 
Corporation
shall designate
 
to act
 
as transfe
 
r
 
agent for
 
such Prohibited
 
Shares (the
 
"Agent"). If
 
the
Purported
 
Acquiror
 
has
 
sold
 
any
 
Prohibited
 
Shares
 
to
 
an
 
unrelated
 
party
 
in
 
an
 
arm's-
length
 
transaction
 
after
 
purportedly
 
acquiring
 
them,
 
the
 
Purported
 
Acquiror
 
shall
 
be
 
21
deemed
 
to
 
have
 
sold
 
such
 
Prohibited
 
Shares
 
for
 
the
 
Agent,
 
and
 
in
 
lieu
 
of
 
transferring
such Prohibited
 
Shares (and
 
Prohibited Distributions
 
with respect
 
thereto) to
 
the Agent
shall
 
transfer
 
to
 
the
 
Agent
 
any
 
such
 
Prohibited
 
Distributions
 
and
 
the
 
proceeds
 
of
 
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.
2.
 
The
 
Agent
 
shall
 
sell
 
in
 
one
 
or
 
more
 
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
 
to
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
 
of
 
the
 
Stock.
 
The
 
proceeds
 
of
 
such
 
sale
 
(the
 
"Sales
 
Proceeds"),
 
or
 
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
of
 
Prohibited
 
Shares
 
to
 
the
 
Purported
 
Acquiror
 
was
 
by
 
gift,
 
inheritance,
 
or
 
any
 
similar
purported
 
transfer,
 
the
 
fair
 
market
 
value
 
(as
 
determined
 
in
 
good
 
faith
 
by
 
the
 
Board
 
of
Directors) of such Prohibited
 
Shares at the
 
time of such
 
purported transfer. Subject to the
succeeding
 
provisions
 
of
 
this
 
Article
 
X,
 
Section
 
(D)(2),
 
any
 
Resale
 
Proceeds
 
or
 
Sales
Proceeds
 
in
 
excess
 
of
 
the
 
amount
 
allocable
 
to
 
the
 
Purported
 
Acquiror
 
pursuant
 
to
 
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
or
 
sales)
 
represent
 
a
 
4.95%
 
or
 
greater
 
Ownership
 
Interest
 
Percentage,
 
then
 
any
 
such
remaining
 
amounts
 
to
 
the
 
extent
 
attributable
 
to
 
the
 
disposition
 
of
 
the
 
portion
 
of
 
such
Prohibited Shares
 
exceeding a
 
4.94% Ownership
 
Interest Percentage
 
shall be
 
paid to
 
two
or
 
more
 
organizations
 
qualifying
 
under
 
Section
 
501(c)(3)
 
selected
 
by
 
the
 
Board
 
of
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
 
to
make
 
application to
 
any court
 
of
 
equitable jurisdiction
 
within the
 
State of
 
Florida for
 
an
adjudication
 
of
 
the
 
respective
 
rights
 
and
 
interests
 
of
 
any
 
Person
 
in
 
and
 
to
 
any
 
Sale
Proceeds,
 
Resale
 
Proceeds
 
and
 
Prohibited
 
Distributions
 
pursuant
 
to
 
this
 
Article
 
X
 
and
applicable law and for leave to pay such amounts into such court.
 
 
 
22
3.
 
Within thirty (30) business days of learning of
 
a purported transfer of
Prohibited
 
Shares
 
to
 
a
 
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
 
to
 
compel
 
such
 
transfer;
 
provided,
 
however,
 
that
 
nothing
 
in
 
this
 
Article
 
X,
Section (D)(3)
 
shall preclude
 
the Corporation
 
in its
 
discretion from
 
immediately bringing
legal
 
proceedings
 
without
 
a
 
prior
 
demand,
 
and
 
provided,
 
further
 
that
 
failure
 
of
 
the
Corporation to act within the time periods set
 
out in this paragraph (c) shall not constitute
a
 
waiver
 
of
 
any
 
right
 
of
 
the
 
Corporation
 
to
 
compel
 
any
 
transfer
 
required
 
by
 
Article
 
X,
Section (D)(1).
4.
 
Upon a
 
determination by
 
the
 
Corporation that
 
there has
 
been or
 
is
threatened
 
a
 
purported
 
transfer
 
of
 
Prohibited
 
Shares
 
to
 
a
 
Purported
 
Acquiror,
 
the
Corporation
 
may take
 
such
 
action
 
in
 
addition to
 
any
 
action
 
permitted
 
by
 
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.
E.
 
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
 
X
 
that
 
the
 
proposed
 
transferee
 
furnish
 
to
 
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
 
of
 
the Code)
 
in Stock
 
or other
 
options or
 
rights to
 
acquire
Stock.
F.
Legend
 
on
 
Certificates.
 
All
 
certificates
 
evidencing
 
ownership
 
of
 
shares
 
of
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
 
OF
 
INCORPORATION
 
OF
 
THE
 
CORPORATION,
 
AS
AMENDED,
 
CONTAIN
 
RESTRICTIONS
 
PROHIBITING
 
THE
 
TRANSFER
 
OF
 
STOCK
(INCLUDING
 
THE
 
CREATION
 
OR
 
GRANT
 
OF
 
CERTAIN
 
OPTIONS,
 
RIGHTS
 
AND
WARRANTS)
 
WITHOUT
 
THE
 
PRIOR
 
AUTHORIZATION
 
OF
 
THE
 
BOARD
 
OF
DIRECTORS
 
OF
 
THE
 
CORPORATION
 
IF
 
SUCH
 
TRANSFER
 
AFFECTS
 
THE
PERCENTAGE
 
OF STOCK OF
 
THE CORPORATION
 
THAT
 
IS TREATED
 
AS OWNED
BY
 
A
 
FIVE-PERCENT
 
SHAREHOLDER.
 
IF
 
THE
 
TRANSFER
 
RESTRICTIONS
 
ARE
VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND
 
THE PURPORTED
ACQUIROR
 
OF
 
THE
 
STOCK
 
WILL
 
BE
 
REQUIRED
 
TO
 
TRANSFER
 
SUFFICIENT
SECURITIES TO
 
CAUSE THE FIVE-PERCENT
 
SHAREHOLDER TO NO
 
LONGER BE
IN
 
VIOLATION
 
OF
 
THE
 
TRANSFER
 
RESTRICTIONS.
 
THE
 
CORPORATION
 
WILL
FURNISH
 
WITHOUT CHARGE
 
TO THE
 
HOLDER OF
 
RECORD OF
 
THIS CERTIFICATE
A
 
COPY
 
OF
 
ITS
 
ARTICLES
 
OF
 
INCORPORATION,
 
CONTAINING
 
THE
 
ABOVE
REFERENCED
 
TRANSFER
 
RESTRICTIONS,
 
UPON
 
WRITTEN
 
REQUEST
 
TO
 
THE
CORPORATION AT
 
ITS PRINCIPAL PLACE OF BUSINESS."
 
 
 
23
G.
 
Waiver
 
of
 
Article
 
X.
 
The
 
Board
 
of
 
Directors
 
may,
 
at
 
any
 
time
 
prior
 
to
 
the
Expiration Date, waive this Article X in respect of any or all transfers notwithstanding
 
the
effect
 
or
 
potential
 
effect
 
of
 
such
 
waiver
 
on
 
the
 
Tax
 
Benefits
 
if
 
it
 
determines
 
that
 
such
waiver is in
 
the best interests
 
of the Corporation,
 
including as may
 
be necessary for
 
the
safety
 
and
 
soundness
 
of
 
the
 
Corporation
 
or
 
to
 
comply
 
with
 
any
 
order
 
issued
 
by
 
an
applicable
 
bank
 
regulatory
 
authority.
 
Any
 
such
 
determination
 
to
 
waive
 
this
 
Article
 
X
 
in
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.
H.
 
Board Authority.
1.
 
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
 
of
 
Five-Percent
 
Shareholders
 
with
 
respect
 
to
 
the
Corporation
 
within
 
the
 
meaning
 
of
 
Section
 
382
 
of
 
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
 
of
 
the
 
owner
 
shift
 
that
 
would
 
result
 
from
 
the
proposed
 
transaction;
 
the
 
effect
 
of
 
any
 
reasonably
 
foreseeable
 
transactions
 
by
 
the
Corporation
 
or any
 
other
 
Person
 
(including any
 
transfer
 
of
 
Stock or
 
Options
 
to
 
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
 
by
 
this
 
Article
 
X
 
to
 
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.
2.
 
Nothing
 
contained
 
in
 
this
 
Article
 
X
 
shall
 
limit
 
the
 
authority
 
of
 
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.
3.
 
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
 
to
 
determine,
 
in
 
its
 
sole
 
discretion,
 
the
 
application
 
of
 
such
 
provisions
 
with
respect
 
to
 
any
 
situation
 
based
 
on
 
its
 
belief,
 
understanding
 
or
 
knowledge
 
of
 
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
 
is
 
not
 
contrary
 
to
 
the
 
provisions
 
of
 
this
 
Article
 
X.
 
All
 
such
 
actions,
 
calculations,
interpretations
 
and
 
determinations
 
which
 
are
 
done
 
or
 
made
 
by
 
the
 
Board
 
of
 
Directors
 
 
 
 
 
24
shall be
 
conclusive and
 
binding on
 
the Corporation,
 
the Agent,
 
and all
 
other parties
 
for
all purposes of this Article X.
I.
 
Liability.
 
To
 
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
 
by
 
or
 
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
 
as
 
a
 
result
 
of
 
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
 
in
 
connection
 
with,
 
resulting
 
from
 
or
 
that
 
are
 
in
 
any
 
way
 
attributable
 
to
 
such
violation.
J.
 
Severability.
 
If
 
any
 
provision
 
of
 
this
 
Article
 
X
 
or
 
any
 
application
 
of
 
such
provision is determined to be invalid by any federal or state court having jurisdiction over
the
 
issue,
 
the
 
validity
 
of
 
the
 
remaining
 
provisions
 
shall
 
not
 
be
 
affected
 
and
 
other
applications
 
of
 
such provision
 
shall
 
be
 
affected
 
only to
 
the extent
 
necessary to
 
comply
with the determination of such court.
K.
 
Benefits of
 
Article X.
 
Nothing in
 
this Article
 
X shall
 
be construed
 
to give
 
to
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
 
of
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
 
of
 
Florida, and
 
its address
 
there shall
 
be, at
 
present,
2301
 
N.W.
 
87th
 
Avenue,
 
Doral,
 
Florida
 
33172,
 
and
 
the
 
initial
 
registered
 
agent
 
of
 
the
Corporation
 
at
 
that
 
address
 
shall
 
be
 
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.
IN
 
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
 
 
25
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
 
to
 
organize
 
as
 
a
domestic
 
corporation
 
or
 
qualify
 
under
 
the
 
laws
 
of
 
the
 
State
 
of
 
Florida
 
has
 
named
 
and
designated
 
Jalal Shehadeh
 
as
 
its Registered
 
Agent
 
to accept
 
service of
 
process
 
within
the
 
State
 
of
 
Florida
 
with
 
its
 
registered
 
office
 
located
 
at
 
2301
 
NW
 
87th
 
Avenue,
 
Doral,
Florida 33172.
ACKNOWLEDGMENT
Having
 
been
 
named
 
as
 
Registered
 
Agent
 
for
 
the
 
Corporation
 
at
 
the
 
place
designated in this Certificate, I hereby agree to act in this capacity; and I am familiar with
and
 
accept
 
the
 
obligations
 
relating
 
to
 
service
 
as
 
a
 
registered
 
agent,
 
as
 
the
 
same
 
may
apply
 
to
 
the
 
Corporation;
 
and
 
I
 
further
 
agree
 
to
 
comply
 
with
 
the
 
provisions
 
of
 
Florida
Statutes,
 
Section
 
48,091
 
and
 
all
 
other
 
statutes,
 
all
 
as
 
the
 
same
 
may
 
apply
 
to
 
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