exhibit1011

Exhi

bit

10.11

CHANGE

CONTROL AGREEMENT

THIS CHANGE

IN CONTROL

AGREEMENT (the “Agreement”)

is made

as of the

day of December

202

by and

between

U.S. Century

Bank, with

Corporate

Offices located at

2301 NW

Ave., Doral, FL

33172

(hereinafter called the

“Bank”) and Mr. Oscar Gomez (“Executive”).

WHEREAS,

as consideration for

Executive's continued

employment with the

Bank as Executive Vice

President/Head of Global Banking

Division,

the parties hereto,

intending to be

legally bound, agree

as follows:

Payment Upon

Change in

Control.

In the event

of a

Change in

Control (as defined

herein) during

the term

of this

Agreement,

the Bank

agrees

to pay

Executive

a cash payment

equal to one

times

the

Base

Annual

Salary of

Executive received

during the

one (1)

year period

prior to

the Change

in Control, to

be paid within

thirty (30) days

of the consummation

of the Change

in Control.

The Bank's

provision of this

benefit to Executive

is made

without regard

to whether, or

for how

long, Executive

remains employed with

the surviving

company subsequent to

the Change

Control.

Change in

Control.

“Change in

Control” shall mean the

occurrence of

an event described

in (i),

(ii), (iii), or (iv) below:

(i)

Any person

or group

(within the

meaning of

Sections 13(d)

and 14(d)

of the

Securities

Exchange Act

1934,

amended (the

“Exchange Act”),

other

than USCB

Financial

Holdings, Inc.

(the “Company”),

an affiliate of

the Company

or a trustee

or other fiduciary

holding

securities

under

employee

benefit

plan

the

Company

the

Bank

corporation

owned

directly

indirectly

the

stockholders

the

Company

substantially the same proportions as their ownership of

stock of the Company,

becomes

the

beneficial

owner

(within

the

meaning

Rule

13(d)(3)

under

the

Exchange

Act,

directly or indirectly (which

shall include securities

issuable upon conversion,

exchange

or otherwise) or securities

representing 50% or more

of the combined voting

power of the

Company’s

the

Bank’s

then-outstanding securities

entitled

generally

vote

for

the

election of directors.

(ii)

Consummation of an agreement to merge or consolidate with another entity (other than a

majority-controlled

subsidiary

the

Company)

unless

the

Company's

stockholders

immediately

before

the

merger

or consolidation

own

than

50%

of the

combined

voting power of the resulting entity's voting securities (giving effect

to the conversion or

exchange of

securities issued

in the

merger or

consolidation to

the other

entity that

are

convertible or exchangeable

for voting

securities) entitled

generally to

vote for

the election

of directors.

(iii)

Consummation

agreement

(including,

without

limitation,

agreement

liquidation) to sell or otherwise dispose of

all or substantially all of the business or assets

of the Company or the Bank; or

(iv)

Individuals who, as of the date hereof, constitute the

Board of Directors of the Company

(the “Incumbent Board”) cease

for any reason during

any 12 month period to

constitute at

least a majority of the Board, provided

that any person becoming a director

subsequent to

the

date

hereof

whose

election

nomination

for

election

the

stockholders

the

Company is

approved by

a vote

of at

least a

majority of

directors then

constituting the

Incumbent

Board

shall

be,

for

purposes

this

Agreement,

considered

though

such

person were a member of the Incumbent Board.

Notwithstanding

the foregoing, no event shall constitute a Change in Control unless such event

shall also

constitute a

change in

control as defined

in Section

409A of

the Internal

Revenue

Code of 1986, as amended.

Severability.

Should any provision of this

Agreement be declared or determined by any court

of competent

jurisdiction to

unenforceable

invalid

for any

reason,

the validity

of the

remaining

parts, term or provisions

of this Agreement

shall

not

be affected

thereby and

the

invalid or

unenforceable

part,

term

provision

shall

deemed

not

part

this

Agreement.

Applicable Law/Forum.

This Agreement has been entered into and shall be

governed by and

construed under the internal

laws of the State of

Florida, without regard to conflicts

of laws or

principles. All suits, proceedings and other actions relating to, arising out of

or in connection

with this

Agreement

will be

submitted solely

the in

personam jurisdiction

the

United States

District Court for the Southern District of Florida (“Federal Court”) or to the Circuit Court in

Broward

County

MiamiDade County.

Executive

hereby

waives

any

claims

against

objections to such in

personam jurisdiction and venue.

Notice.

All

notices

and

other

communications

hereunder

shall

be in

writing

and

shall

deemed

to have been

given only if and

when personally

delivered or three (3) business days

after mailing, postage

prepaid, registered

or certified mail,

or when delivered

(and receipted

for) by an express delivery service, addressed in each case as follows. As to

notices provided

to the Bank, notices shall

be sent to the Human

Resources

Department

the address

of the

Bank listed

in the

introductory paragraph of this Agreement.

notices

Executive,

notices

shall be

sent to

the

address provided below

in the signature block hereto. Executive

and the Bank

may

change the address

for the giving of notices.

Complete Agreement. This Agreement represents the complete

agreement between Executive

and the

Bank regarding the

subject matter of

this Agreement.

All prior agreements

between

the

Bank

and

Executive

with

respect

the

specific

matters

agreed

herein

are

hereby

superseded and shall have

no force or effect. This

Agreement is in no

way dependent upon

the

performance

of any other contract

or agreement

that may have

been or

may be

entered

into

between Executive and the

Bank and remains in

effect during

the pendency of

this Agreement.

As such,

the

breach

alleged

breach

any

other

contract

agreement

defense

enforcement of this Agreement.

Amendments

Writing.

amendment,

modification,

waiver,

other

change

this

Agreement shall

in any

event

be effective

unless the same

shall

be in

writing, specifically

identifying this Agreement and the provision intended to be

changed and signed by

the

Bank

and Executive, and

each such change

shall be

effective only

in the

specific

instance and

for the

specific

purpose

for which

given.

provision

this

Agreement

shall

varied,

contradicted or

explained by

any oral

agreement, course

of dealing

performance

any

other

matter not set

forth in an

agreement in writing and signed by Executive and the

Bank.

Term

the

Agreement.

Subject

the

terms

hereof,

the

term

this

Agreement

shall

commence on the

date hereof and

terminate on December

31, 2028 (the

“Initial Term”). Prior

December

31,

2026

(the

“Extension

Anniversary

Date”)

and

each

annual

anniversary

thereafter

the

Extension

Anniversary

Date,

the

Board

Directors

the

Bank

the

Compensation

Committee

thereof

shall

consider

and

review

(with

appropriate

corporate

documentation

thereof,

and

after

taking

into

account

all

relevant

factors,

including

Executive’s performance

hereunder) a one-year

extension of the

term of this

Agreement. If

the Board of

Directors or the

Compensation Committee thereof approve

such an extension,

then the term

of this Agreement

shall be so

extended as of

the Extension Anniversary Date

or any relevant annual anniversary of

such date unless Executive gives written notice

to the

Bank of Executive’s election not to extend the term, with such written notice to be given

not

less

than

thirty

(30)

days

prior

the

Extension

Anniversary Date

any

relevant

annual

anniversary of such date. If the Board of Directors elects not to extend the term, it shall give

written

notice

such

decision

Executive

not

less

than

thirty

(30)

days

prior

the

Extension Anniversary

Date or

any annual

anniversary of

such date.

If any

party gives

timely

notice that the term will not be extended

as of the Extension Anniversary

Date or any annual

anniversary of such date, then this Agreement

and the rights and obligations provided herein

shall terminate at the conclusion of its remaining term.

References herein to the term of this

Agreement

shall

refer

both

the

Initial

Term

and

successive

terms

the

term

this

Agreement is extended in accordance with the terms

hereof.

Regulatory Actions

The following provisions

shall be applicable

to the parties

hereto or any

successor thereto, and shall be controlling in the event of a conflict with any other provision

of this Agreement, including without limitation

Section 1 hereof:

(i)

If Executive is suspended from office and/or temporarily prohibited from participating in

the conduct

of the

Bank’s affairs pursuant

to notice

served under

Section 8(e)(3)

or Section

8(g)(1)

the

Federal

Deposit

Insurance

Act

(“FDIA”)(12

U.S.C.

§§1818(e)(3)

and

1818(g)(1)), the

Bank’s obligations under

this Agreement

shall be

suspended as

of the

date

service,

unless

stayed

appropriate

proceedings.

the

charges

the

notice

are

dismissed, the

Bank will:

(i) pay Executive

all or part

of the compensation

withheld while

its obligations

under

this Agreement

were

suspended, and

(ii) reinstate

(in whole

part) any of its obligations which were suspended.

(ii)

If Executive is

removed from office and/or

permanently prohibited from participating in

the

conduct

the

Bank’s

affairs

order

issued

under

Section

8(e)(4)

Section

8(g)(1) of the

FDIA (12

U.S.C. §§1818(e)(4)

and (g)(1)),

all obligations

of the Bank

under

this Agreement

shall terminate

as of

the effective

date of

the order,

but vested

rights of

Executive and the Bank as of the date of termination

shall not be affected.

(iii)

If the

Bank is

in default,

as defined

in Section

3(x)(1) of

the FDIA

(12 U.S.C.

§1813(x)(1)),

all obligations under

this Agreement shall

terminate as of

the date of

default, but vested

rights of Executive and the Bank as of the date

of termination shall not be affected.

(iv)

Notwithstanding

any

other

provision

this

Agreement

the

contrary,

any

payments

made to

Executive pursuant

to this

Agreement, or

otherwise, are

subject to

and conditioned

upon their

compliance with

Section 18(k)

of the

FDIA (12

U.S.C. §1828(k))

and 12

C.F.R.

Part 359.

10.

Nature

Obligations.

Nothing

contained

herein

shall

deemed

create

other

than

terminable at will

employment relationship between

the Bank and

Executive, and the

Bank may

terminate

Executive’s

employment

any

time,

subject

providing

any

payments

specified

herein in accordance with the terms

hereof.

11.

Acknowledgment. Executive acknowledges that Executive has read this

Agreement in full and

completely understands all of its terms and obligations

and enters into this Agreement freely

and voluntarily, and

after having

the

opportunity to

consult with

representatives

of Executive's

own choosing and that Executive's

agreement is freely given.

IN WITNESS WHEREOF, the parties

hereto have duly

executed this Agreement

as of the date

first

above mentioned.

U.S. Century Bank

Executive

By:

/s/Jessica Goldberg

/s/Oscar Gomez

Title:

Senior Vice President/Director of

Print Name:

Oscar Gomez

Human Resources

Address: [Redacted]