exhibit106

Exhibit 10.06

AMENDED

AND

RESTATED

CHANGE

CONTROL AGREEMENT

THIS AMENDED

AND

RESTATED

CHANGE IN

CONTROL AGREEMENT

(the

"Agreement") is

made

as of the 10th day of December, 2025

by and between U.S. Century Bank, with Corporate Offices

located at

2301 NW

Ave., Doral, FL

33172 (hereinafter

called the

"Bank") and

Mr. William Turner ("Executive").

WHEREAS,

Executive is presently

employed as the Executive

Vice President/Chief Credit Officer of

the Bank;

WHEREAS,

the Bank and

Executive previously

entered into a

Change in Control

Agreement dated as

of May 2, 2024 (the "Prior Agreement");

WHEREAS,

upon

consideration,

the

Bank

and

Executive

wish

adopt

certain

mutually

agreed

revisions to the Prior Agreement; and

WHEREAS,

as consideration for

Executive's continued

employment with the

Bank as Executive Vice

President/Chief Credit Officer 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

of 1934,

as 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

otherwise

) or securities representing 50% or

more of

the combined voting power of the

Company’s or

the Bank’s

then-outstanding

securities

entitled

generally

to 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

month

period

constitute at least a

majority of the

Board, provided that any

person becoming a director

subsequent

the

date

hereof

whose

election

nomination

for

election

the

stockholders

of the Company

is approved by a vote of at least a majority of directors then

constituting the

Incumbent Board shall be, for purposes of 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 to the

specific matters

agreed to herein,

including without

limitation, the Prior Agreement, 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

effect during the pendency

of this Agreement.

As such, the

breach or

alleged breach

of any

other contract or agreement is no defense to 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 of the

Agreement.

Subject to

the terms

hereof, the

term of

this Agreement

shall commence

on the date

hereof and terminate

on December 31,

2028 (the

"Initial

Term

").

Prior to December

31, 2026

(the

Extension Anniversary Date

) and

each annual anniversary

thereafter of 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

extension,

then

the

term

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 to

the Extension

Anniversary Date

or any relevant

annual anniversary

of such

date.

If the

Board of

Directors elects

not to

extend the

term, it

shall give

written notice

of such

decision to Executive not less than

thirty (30) days prior to

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

the

conclusion of its

remaining term.

References herein to the

term of this Agreement

shall refer

both to

the Initial

Term

and successive

terms as

the term

of 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

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/William Turner

Title: Senior Vice President/Director of

Print Name: William Turner

Human Resources

Address: [Redacted]