Loan And Stock Pledge Agreement

LOAN AND STOCK PLEDGE AGREEMENT

THIS LOAN AND STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as of July 2, 2008, by and between 1ST UNITED BANCORP, INC., a Florida corporation (the "Borrower"), and SILVERTON BANK , N.A. (the "Lender").

On the date hereof the Borrower is borrowing up to the principal amount of Five Million and 00/100 Dollars ($5,000,000.00) from the Lender (the "Loan"), which will be evidenced by the Note as defined herein below. The Lender is willing to make the Loan to the Borrower on the terms and conditions described below. The Borrower and Lender agree that the payment and performance of all obligations relating to the Loan will be secured through the pledge to the Lender of one hundred percent (100%) of the issued and outstanding shares of capital stock owned or hereafter acquired by the Borrower (the "Stock") in 1st United Bank, a Florida banking corporation, having its main office at One North Federal Highway, Boca Raton, Florida 33432 (the " Bank" ). Certain capitalized terms used in this Agreement are defined in Section 22 of this Agreement.

In consideration of the premises and the mutual agreements and representations in this Agreement, the Lender and the Borrower agree as follows:

1. Security Interest .

(a) The Borrower hereby unconditionally grants and assigns to the Lender and its successors and assigns a continuing security interest in and security title to the Stock. The Borrower hereby delivers to the Lender all of its right, title and interest in and to the Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (i) all obligations of the Borrower to the Lender hereunder, and (ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in blank by the Borrower. Beneficial ownership of the Stock, including all voting, consensual and dividend rights, shall remain in the Borrower until the occurrence of a Default.

(b) The Amount of the Loan shall not exceed twenty five percent (25%) of Bank' s total equity. If, prior to repayment in full of the Loan, the amount of the Loan exceeds twenty five percent (25%) of Bank' s total equity, the Borrower shall either pay down the outstanding principal balance of the Loan or promptly deliver to the Lender on demand additional collateral of a type and value acceptable to the Lender (and the Lender's judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the Stock is equal to or in excess of the aforementioned twenty five percent (25%). The Borrower shall also execute any security documents the Lender may request to evidence and perfect the Lender's rights in such additional collateral. If at any time such additional collateral is no longer required pursuant to this Section 1(b), the Lender shall release its security interest in such additional collateral upon the request of the Borrower.

2. Representations and Warranties . The Borrower represents and warrants to the Lender as follows:

(a) The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and is qualified to do business in all jurisdictions where such qualification is necessary. The Borrower is registered as a bank holding company with the Board of Governors of the Federal Reserve System and the Florida Department of Banking and Finance. The chief executive office of the Borrower and the principal place of business of the Borrower where the records of the Borrower are kept is One North Federal Highway, Boca Raton, Florida 33432 and the Borrower's U.S. employer identification number is 65-0925265.

(b) The Bank is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The Borrower owns 100% of the Stock (consisting 537,710 Shares of 1st United Bank, represented by certificate Nos. 1) and there are no other outstanding shares of capital stock and no outstanding options, warrants or other rights, which can be converted into shares of capital stock of the Bank, and the Bank shall not issue any additional shares without the prior written consent of Lender, which shall not be unreasonably withheld. The Bank has all requisite corporate power and authority and possesses all licenses,

permits and authorizations necessary for it to own its properties and conduct its business as presently conducted.

(c) Each financial statement of the Borrower or any Subsidiary which has been delivered to the Lender presents fairly in all material respects the financial condition of the Borrower or such Subsidiary as of the date indicated therein and the results of its operations for the periods shown therein. There has been no material adverse change, either existing or threatened, in the financial condition or operations of the Borrower or any Subsidiary since the date of such financial statement.

(d) The Borrower has full power and authority to execute and perform the Financing Documents. The execution, delivery, and performance by the Borrower of the Financing Documents (i) have been duly authorized by all requisite action by the Borrower, (ii) do not violate any provision of law, and (iii) do not result in a breach of or constitute a default under any agreement or other instrument to which the Borrower or any Subsidiary is a party or which the Borrower or any Subsidiary is bound. Each of the Financing Documents constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms.

(e) Except for the security interest created by this Agreement, the Borrower owns the Stock free and clear of all liens, charges, and encumbrances. The Stock is duly issued, fully paid and non-assessable, and the Borrower has the unencumbered right to pledge the Stock.

(f) There is no action, arbitration, or other proceeding at law or in equity, or by or before any court, agency, or arbitrator, nor is there any judgment, order, or other decree pending, anticipated, or threatened against the Borrower or any Subsidiary or against any of their properties or assets which might have a material adverse effect on the Borrower, any Subsidiary, or their respective properties or assets, or which might call into question the validity or enforceability of the Financing Documents, or which might involve the alleged violation by the Borrower or any Subsidiary of any law, rule or regulation.

(g) No consent or other authorization or filing with or of any governmental authority or other public body on the part of the Borrower or any Subsidiary is required in connection with the Borrower's execution, delivery, or performance of the Financing Documents; or if required, all such prerequisites have been fully satisfied.

(h) None of the transactions contemplated in this Agreement (including, without limitation, the use of the proceeds of the Loan) will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, or any regulations issued pursuant thereto.

(i) The following are attached as exhibits hereto: true, correct and complete copies of (i) the Borrower's and the Bank's Articles of Incorporation as in effect as of the date hereof; (ii) certificates of existence/evidence of active status for the Borrower and the Bank issued by the Florida Secretary of State; (iii) the bylaws of the Borrower in effect immediately prior to the adoption of the resolutions referred to below (and such bylaws have not been further altered or amended and have been in full force and effect at all times since the adoption of such resolutions through the date hereof); (iv) the bylaws of the Bank as of the date hereof; (v) resolutions (the "Resolutions") of the Board of Directors of the Borrower duly adopted as of even date herewith via an Action By Written Consent. A quorum for the transaction of business has signed same and the Resolutions have been since adoption and are now in full force and effect and have not been modified in any respect. There have been no further amendments or other documents affecting or altering the Borrower's or the Bank's articles of incorporation since the date of the certifications referred to above through the date hereof except with respect to the acquisition of Equitable Financial Group, Inc., and the Borrower and the Bank have remained in valid existence under the laws of the State of Florida since such dates.

3. Affirmative Covenants . The Borrower agrees that so long as the Note is outstanding or this Agreement is in effect:

(a) The Borrower shall provide on a quarterly basis, as soon as practicable, and in any event within forty-five (45) days after the end of each quarter of Borrower' s fiscal year: (i) an internally generated consolidated financial statement of Borrower and Subsidiaries (consisting of profit and loss statement, balance sheet, cash flow statement and report on changes in stockholder' s equity), certified to the Lender by an authorized financial officer of the Borrower acceptable to the Lender; (ii) a Covenant Compliance Certificate as more particularly

2

set forth herein below; and (iii) a copy of the quarterly and annual call report and any other quarterly regulatory reports and filings as required by any Governmental Authority having supervisory authority over the Borrower or any Depository Institution Subsidiary for each Depository Institution Subsidiary for the most recent calendar quarter and year. " Covenant Compliance Certificate" shall mean a certificate, in form and content satisfactory to the Lender, which shall: (a) set forth the various financial covenants and ratios which the Borrower and the Depository Institution Subsidiaries are required to comply with during the term of this Agreement; (b) contain calculations reflecting whether or not the Borrower or each Depository Institution Subsidiary, as the case may be, is in compliance with each such financial covenant or ratio requirement; (c) contain a statement as to whether or not the Borrower is in default under the Loan Agreement or any of the other Loan Documents, and, if the Borrower is in default, such statement shall indicate the nature thereof as well as the steps which Borrower proposes to take in order to cure said default; and (d) be certified to be true and correct by an authorized financial officer of the Borrower acceptable to the Lender.

(b) Borrower shall provide as soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year, year end audited consolidated financial statements of the Borrower (consisting of profit and loss statement, balance sheet, cash flow statement and report on changes in stockholders equity) that are examined and reviewed by a certified public accountant selected by Borrower and reasonably acceptable to Lender (Lender acknowledges Crowe Chizek as acceptable), together with the unqualified opinion of such accountant.

(c) Borrower will provide copies of all internal and external loan reviews within 30 days of issuance. Promptly upon receipt thereof, a copy of each other report submitted to the Borrower or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary.

(d) Promptly upon transmission thereof, Borrower shall provide copies of all such financial statements, proxy statements, notices, and reports as it shall send to its stockholders and of all registration statements (with exhibits) and all reports which it is or may be required to file with the Securities and Exchange Commission or any governmental body or agency succeeding to the functions of such Commission.

(e) Promptly upon receipt thereof, Borrower shall provide a copy of each other report submitted to the Borrower or any subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary.

(f) The Borrower and each Subsidiary shall punctually pay and discharge all taxes, assessments and other governmental charges or levies imposed upon it or upon its income or upon any of its property unless contested in good faith by appropriate proceedings.

(g) The Borrower and each Subsidiary shall comply in all material respects with all requirements of constitutions, statutes, rules, regulations, and orders and all orders and decrees of courts and arbitrators applicable to it or its properties.

(h) The Borrower shall quarterly notify the Lender of any change in executive management or the beneficial ownership of the Borrower's stock by executive officers, directors or 25% or greater shareholder of the Borrower.

(i) Upon Lender' s reasonable request, during regular business hours, and upon reasonable prior notice, the Borrower will allow the Lender to inspect its Books, to perform a review of the loan portfolio of each Subsidiary as deemed necessary, and to review internal and external loan review reports in a manner which is not unduly disruptive to the business of Borrower.

(j) The Borrower will maintain Debt Service Coverage of at least 1.25x calculated as set forth in Paragraph 22(d) herein below. This covenant shall be measured quarterly.

3

(k) Bank must maintain regulatory approval to provide dividends to Borrower necessary to adequately service the Loan.

(l) Bank is to maintain a pass rating from all of its governing regulatory agencies.

(m) In the event a trust preferred is issued, proceeds of the trust preferred are not expected to repay the principal of the Loan.

(n) Upon the Lender's written request, the Borrower shall provide any financial information, and/or other information and/or documentation as reasonably requested by the Lender, including without limitation, copies of SEC reports, including but not limited to, 10K reports, 10Q reports.

4. Negative Covenants . The Borrower agrees that so long as the Note is outstanding or this Agreement is in effect:

(a) Borrower' s Tier 1 Capital Leverage Ratio shall be " Adequately Capitalized" , and shall be measured quarterly.

(b) Borrower' s Tier 1 Risk Based Capital Ratio shall be " Adequately Capitalized" , and shall be measured quarterly.

(c) Subsidiary' s Tier 1 Capital Leverage Ratio shall be maintained as " Well Capitalized" , and shall be measured quarterly.

(d) Subsidiary' s Tier 1 Risk Based Capital Ratio shall be " Well Capitalized" , to be measured quarterly.

...