|
Exhibit 10.4 NEITHER THIS WARRANT NOR ANY OF THE
WARRANT SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "
ACT "), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS. September 2,
2008
|
|
|
|
|
|
|
|
|
Warrant No. [Specimen]
|
|
Number of Shares:
(Subject to adjustment as provided in this Warrant)
|
COMMON STOCK PURCHASE WARRANT ServisFirst
Bancshares, Inc. (Void after the date set forth in Section 1(a)
hereof) This Common Stock Purchase
Warrant (this " Warrant ") certifies that, for value
received,
, or his, her or its permitted designees or assignees (the "
Holder "), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to purchase from ServisFirst
Bancshares, Inc., a Delaware corporation (the " Company "),
fully paid and nonassessable shares (the " Warrant Shares ")
of Common Stock, $0.001 par value per share, of the Company (the "
Common Stock ") at a purchase price of $25.00 per share (the
" Exercise Price "). 1.
Exercise of Warrant .
(a) This
Warrant may be exercised by the Holder, in whole or in part, at any
time, or from time to time, during the period commencing on the
issuance date set forth above and ending on the later of either
(i) September 1, 2013 or (ii) such date which is
sixty (60) days following the date that the Common Stock is
listed for trading on a "national securities exchange" as defined
in Securities Exchange Act of 1934, as amended (the " Exercise
Period "), by the surrender of this Warrant and the Notice of
Exercise attached hereto as Exhibit A duly
completed and executed on behalf of the Holder, at the office of
the Company in Birmingham, Alabama (or such other office or agency
of the Company as it may designate by notice in writing to the
Holder at the address of such Holder appearing on the books of the
Company), and upon payment by check payable to the Company or wire
transfer to an account designated by the Company of the Exercise
Price of the Warrant Shares thereby purchased.
(b) As
soon as practicable after the exercise of this Warrant in full or
in part, the Company at its expense will cause to be issued in the
name of the Holder:
(i) a
certificate for the number of full Warrant Shares to which the
Holder shall be entitled upon such exercise plus, in lieu of any
fractional Warrant Share to
which the Holder would otherwise be entitled, cash in an amount
determined pursuant to Section 4 hereof; and
(ii) in
case such exercise is in part only, a new warrant (dated the date
hereof) of like tenor, for the number of Warrant Shares equal
(without giving effect to any adjustment therein) to the number of
such Warrant Shares called for on the face of this Warrant minus
the number of Warrant Shares purchased by the Holder upon such
exercise as provided in subsection (a) above.
(c) Each
exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which the
Notice of Exercise, this Warrant and the applicable Exercise Price
shall have been received by the Company. At such time, the Holder
shall be deemed to have become the holder of record of the Warrant
Shares represented by the certificate required to be issued upon
each exercise of this Warrant as provided in subsection
(b) above. 2. No
Impairment . The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issuance or
sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this
Warrant or the rights granted to the Holder hereunder (including,
without limitation, Section 3). The Company represents and
warrants to the Holder that all shares of Common Stock which may be
issued upon the exercise of the rights represented by this Warrant
will, upon issuance in accordance with the terms of this Warrant,
be duly authorized, validly issued, fully paid and nonassessable
and free from all preemptive rights of any stockholder and free of
all taxes, liens and charges with respect to the issue thereof. The
Company covenants and agrees that during the Exercise Period, the
Company will at all times have authorized and reserved, for the
purpose of issuance or transfer upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of
authorized but unissued Common Stock free from all preemptive
rights therein, when and as required to provide for the exercise of
the rights represented by this Warrant. The Company will take all
such action as may be necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of any
domestic securities exchange upon which the Common Stock may be
listed; provided, however, that the Company shall not be obligated
to effect a registration under any federal or state securities laws
in connection with such exercise. The Company will not take any
action which would result in any adjustment (as described in
Section 3 hereof) if the total number of shares of Common Stock
issuable after such action upon exercise of all outstanding
Warrants, together with all shares of Common Stock then outstanding
and all shares of Common Stock then issuable upon exercise of all
options and warrants and upon the conversion of all convertible
securities then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company’s
Certificate of Incorporation.
3. Adjustment . The
Exercise Price and the number of Warrant Shares purchasable upon
the exercise of this Warrant shall be subject to adjustment from
time to time upon the occurrence of certain events described in
this Section 3.
2
(a)
Subdivision or Combination .
(i) In
case the Company shall (A) pay a dividend on its Common Stock
in Common Stock, (B) subdivide its outstanding shares of Common
Stock, or (C) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, then, in such an
event, the Exercise Price in effect immediately prior thereto shall
be adjusted proportionately so that the adjusted Exercise Price
will bear the same relation to the Exercise Price in effect
immediately prior to any such event as the total number of shares
of Common Stock outstanding immediately prior to any such event
shall bear to the total number of shares of Common Stock
outstanding immediately after such event. An adjustment made
pursuant to this subsection (a) shall become effective
retroactively immediately after the record date in the case of a
dividend or shall become effective immediately after the effective
date in the case of a subdivision or combination. The Exercise
Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein.
(ii) Upon
each adjustment of the Exercise Price pursuant to subsection (a)(i)
above, the number of Warrant Shares purchasable upon exercise of
this Warrant shall be adjusted
|
