0001493152-26-039232 Sample Contracts

OPTIMUMBANK HOLDINGS, INC. As Issuer, and
Indenture • August 19th, 2026 • OptimumBank Holdings, Inc. • National commercial banks • New York

This INDENTURE dated as of August 19, 2026 is between OptimumBank Holdings, Inc., a Florida corporation (the “Company”), and UMB Bank, National Association, as trustee (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 19th, 2026 • OptimumBank Holdings, Inc. • National commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 19, 2026 and is made by and among OptimumBank Holdings, Inc., a Florida corporation and registered bank holding company (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to this Agreement (collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 19th, 2026 • OptimumBank Holdings, Inc. • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 19, 2026, and is made by and among OptimumBank Holdings, Inc., a Florida corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).