EXHIBIT
4.9

    


    WARRANT
TO PURCHASE COMMON STOCK OF

    SERVISFIRST
BANCSHARES, INC.,

    a
Delaware corporation

    


    Date
of Issue:  June 23, 2009

    


    Void
after June 1, 2016

    


    THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR ANY INTEREST
THEREIN MAY BE TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT (A)
REGISTRATION UNDER THAT ACT OR (B) AN OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    This certifies that, for value
received, ALABAMA HOME BUILDERS
SELF INSURERS FUND, a statutory trust (the “Holder”), is
entitled, subject to the terms set forth below, at any time before 5:00 p.m.
Birmingham, Alabama time on June 1, 2016, to purchase from SERVISFIRST BANCSHARES, INC.,
a Delaware corporation (the “Company”), up to
15,000 shares of the common stock of the Company (“Common Stock”) at a
price per share of $25.00 (the “Purchase Price”),
upon surrender of this Warrant at the principal office of the Company referred
to below, with the exercise notice attached hereto (the “Exercise Notice”)
duly executed, and simultaneous payment therefor in the manner specified in
Section 1 hereof. The Purchase Price and the number of shares of Common Stock
purchasable hereunder (the “Warrant Shares”) are
subject to adjustment as provided in Section 3 of this Warrant.

    


    As used herein, (i) “Exercise Date” shall
mean the particular date (or dates) on which this Warrant is exercised, (ii)
“Issue Date”
shall mean June 23, 2009, (iii) “Warrant” shall
include this Warrant and any warrant delivered in substitution or exchange
therefor as provided herein, and (iv)
“Warrant
Shares” shall mean any shares of Common Stock acquired by the Holder upon
exercise of this Warrant.

    


    1.           Exercise.

    


    (a)          This
Warrant may be exercised, in whole or in part, at any time or from time to time,
on any business day, for all or any part of the number of shares of Common Stock
called for hereby, by surrendering it at the principal office of the Company,
Post Office Box 1508, Birmingham, Alabama  35201-1508 (or if by hand
or overnight courier:  850 Shades Creek Parkway, Suite 100,
Birmingham, Alabama  35209), Attention:  William M. Foshee,
Executive Vice President and Chief Financial Officer, together with a completed
and executed Exercise Notice, together with delivery of a certified or cashier’s
check or other immediately available funds in an amount equal to (i) the number
of shares of Common Stock being purchased, multiplied by (ii) the Purchase
Price. Notwithstanding the foregoing, in the event of the closing of the
Company’s sale or transfer of all or substantially all of its assets, or the
closing of the acquisition of the Company by another entity by means of merger,
consolidation or other transaction or series of related transactions, resulting
in the exchange of the outstanding shares of the Company’s capital stock such
that the stockholders of the Company prior to such transaction own, directly or
indirectly, less the 50% of the voting power of the surviving entity (an “Acquisition”), this
Warrant shall, on the date of such event, no longer be exercisable and become
null and void. In the event of a proposed transaction of the kind described
above, the Company shall notify the holder of the Warrant at least 15 days prior
to the consummation of such event or transaction.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)         This
Warrant may be exercised for less than the full number of shares as of the
Exercise Date. Upon any such partial exercise, this Warrant shall be
surrendered, and a new Warrant of the same tenor and for the purchase of the
Warrant Shares not purchased upon such exercise shall be issued to Holder by the
Company.

    


    (c)          A
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date. As soon as practicable on or
after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
shares of Common Stock issuable upon such exercise.

    


    2.           Payment of Taxes. All
shares of Common Stock issued upon the exercise of a Warrant shall be validly
issued, fully paid and non-assessable, and the Company shall pay all taxes and
other governmental charges that may be imposed in respect of the issue or
delivery thereof, other than any tax or other charge imposed in connection with
any transfer involved in the issue of any certificate for shares of Common Stock
in any name other than that of the registered Holder of the Warrant surrendered
in connection with the purchase of such shares, and in such case the Company
shall not be required to issue or deliver any stock certificate until such tax
or other charge has been paid or it has been established to the Company’s
satisfaction that no tax or other charge is due.

    


    3.           Certain
Adjustments.

    


    (a)          Adjustment for Dividends in Other
Stock or Property; Reclassifications. In case at any time or from time to
time after the Issue Date the holders of Common Stock (or any shares of stock or
other securities at the time receivable upon the exercise of this Warrant) shall
have received, or, on or after the record date fixed for the determination of
eligible stockholders (a “Record Date”), shall
have become entitled to receive, without payment therefor, (1) other or
additional stock or other securities or property (including cash) by way of
dividend, or (2) other or additional stock or other securities or property by
way of stock-split, spin-off, reclassification, combination of shares or similar
corporate rearrangement (other than additional shares of Common Stock of the
Company issued as a stock dividend or stock-split, which events shall be covered
by the terms of Section 3(b) or 3(c) hereof), then and in each such case Holder,
upon the exercise hereof as provided in Section 1, shall be entitled to receive
the amount of stock and other securities and property which such Holder would
have received if, upon the Record Date, such Holder had been the holder of the
number of shares of Common Stock called for on the face hereof and had
thereafter, during the period from the Issue Date through the date of such
exercise, retained such shares and/or all other or additional stock and other
securities and property receivable by it as aforesaid during such period, giving
effect to all adjustments called for during such period by Sections 3(a) and
3(b).


    
      
         


      

      
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    (b)         
Adjustment for Reorganization,
Consolidation or Merger. In case of any reclassification or change of
outstanding Company securities or of any reorganization of the Company (or any
other corporation the stock or securities of which are at the time receivable
upon the exercise of this Warrant) or any similar corporate reorganization on or
after the date hereof, then and in each such case the Holder, upon the exercise
hereof at any time after the consummation of such reclassification, change,
reorganization, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise hereof
prior to such consummation, the stock or other securities or property to which
the Holder would have been entitled upon such consummation if the Holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided in paragraph (a); and in each such case, the terms of
this Section 3 shall be applicable to the Company securities properly receivable
upon the exercise of this Warrant after such consummation.

    


    (c)          Adjustments for Dividends in Common
Stock. In case at any time after the Issue Date the Company shall declare
any dividend on the Common Stock which is payable in Common Stock, the number of
Warrant Shares evidenced hereby shall be proportionately increased and the
Purchase Price shall be proportionately decreased.

    


    (d)          Stock Split and Reverse Stock Split.
If the Company at any time or from time to time after the Issue Date
effects a subdivision of the outstanding Common Stock, the Purchase Price then
in effect immediately before that subdivision shall be proportionately
decreased, and the number of shares of Common Stock theretofore receivable upon
the exercise of this Warrant shall be proportionately increased. If the Company
at any time or from time to time after the Issue Date combines the outstanding
shares of Common Stock into a smaller number of shares, the Purchase Price then
in effect immediately before that combination shall be proportionately increased
and the number of shares of Common Stock theretofore receivable upon the
exercise of this Warrant shall be proportionately decreased. Each adjustment
under this Section 3(d) shall become effective at the close of business on the
date the subdivision or combination becomes effective.

    


    (e)          No Dilution or Impairment.
Subject to the provisions of Section 1(a), the Company will not, by
amendment of its certificate of incorporation or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of assets
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of the Warrants, but will at all times assist in
the carrying out of all such terms and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the holders of the
Warrants against dilution or other impairment.


    
      
         


      

      
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    4.           Notices of Record
Date. In case (a) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of the Warrants) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right, or (b) of any voluntary dissolution, liquidation or winding-up of the
Company, then, and in each such case, the Company will mail or cause to be
mailed to each holder of a Warrant at the time outstanding a notice specifying,
as the case may be, (1) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (2) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such stock or
securities at the time receivable upon the exercise of the Warrants) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 10
days prior to the date therein specified.

    


    5.           Restrictions on Transfer and
Compliance with Securities Act. The Holder, by acceptance hereof, agrees
that this Warrant and the Warrant Shares to be issued upon exercise hereof are
being acquired for investment and not with a view towards resale and that it
will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act. Upon exercise of this Warrant, the
holder hereof shall confirm in writing that the Warrant Shares so purchased are
being acquired for investment and not with a view toward distribution or resale.
Neither this Warrant nor the Warrant Shares may be assigned, disposed of,
encumbered, or otherwise transferred (any such action, a “Transfer”), except
(i) to an Affiliate (as that term is defined in Rule 405 as promulgated under
the Securities Act of 1933) of the Holder, or (ii) to any underwriter in
connection with an effective registration statement (“Registration
Statement”) filed under the Securities Act used in connection with a
public offering of the Company’s common stock (“Public Offering”),
provided as to (ii) that this Warrant is exercised upon such Transfer and the
shares of Common Stock issued upon such exercise are sold by such underwriter as
part of such Public Offering and, as to both (i) and (ii), only in accordance
with and subject to the provisions of the Securities Act and the rules and
regulations promulgated thereunder. If at the time of a Transfer, a Registration
Statement is not in effect to register this Warrant or the Warrant Shares, the
Company may require the Holder to make such representations as may be reasonably
required in the opinion of counsel to the Company to permit a Transfer without
such registration.

    


    6.           No Rights as
Shareholder. Prior to the exercise of this Warrant, the Holder shall not
be entitled to any rights of a shareholder with respect to the Warrant Shares,
including without limitation the right to vote such Warrant Shares, receive
dividends or other distributions thereon, exercise preemptive rights or be
notified of stockholder meetings, and such Holder shall not be entitled to any
notice or other communication concerning the business or affairs of the Company.
However, nothing in this Section 6 shall limit the right of the holder to be
provided the notices required under this Warrant.


    
      
         


      

      
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    This Warrant and all shares of Warrant
Shares issued upon exercise of this Warrant (unless registered under the
Securities Act) shall be stamped or imprinted with the legend indicated on the
first page of this Warrant.

    


    7.           Loss or Mutilation.
Upon receipt by the Company of evidence satisfactory to it (in the exercise of
reasonable discretion) of the ownership of and the loss, theft, destruction or
mutilation of any Warrant and (in the case of loss, theft or destruction) of
indemnity satisfactory to it (in the exercise of reasonable discretion), and (in
the case of mutilation) upon surrender and cancellation thereof, the Company
will execute and deliver in lieu thereof a new Warrant of like
tenor.

    


    8.           Reservation of Common
Stock. The Company shall at all times reserve and keep available for
issue upon the exercise of Warrants such number of its authorized but unissued
shares of Common Stock as will be sufficient to permit the exercise in full of
all outstanding Warrants.

    


    9.           Regulatory Approval.
Notwithstanding anything to the contrary stated hereinabove, this Warrant may
not be exercised for a number of shares of Common Stock that would require
approval of the Federal Deposit Insurance Corporation or any other bank
regulatory authority having jurisdiction in the matter unless and until such
approval is obtained.

    


    10.         Notices. All notices
and other communications from the Company to the Holder of this Warrant shall be
deemed properly given if mailed by United States First Class registered or
certified mail, postage prepaid and return receipt requested, or sent by
overnight courier, to the address furnished to the Company by the Holder (or to
such new address as the Holder may specify by written notice to the
Company).

    


    11.         Change; Waiver.
Neither this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.

    


    12.         Headings. The
headings in this Warrant are for purposes of convenience in reference only, and
shall not be deemed to constitute a part hereof.

    


    13.         Law Governing. This
Warrant shall be governed by the federal laws of the United States of America
and the internal laws of the State of Delaware, applied without giving effect to
any conflicts-of-law principles.

    


    
      
        	 
      	
                SERVISFIRST
      BANCSHARES, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/Thomas A. Broughton
  III

              
	 
      	 
      	 
      
	 
      	
                Its:

              	
                President &
  CEO

              


      

    


    
      
         


      

      
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    ACCEPTED
AND AGREED TO:

    


    
      
        
          
            	
                    ALABAMA
      HOME BUILDERS SELF INSURERS FUND

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ James Jerry Wood

                  
	 
      	
                    Name:

                  	
                    James
      Jerry Wood

                  
	 
      	
                    Title:

                  	
                    General
      Counsel

                  


          

        

      

    


    
      
         


      

      
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    EXERCISE
NOTICE

    


    (To be
executed only upon exercise of Warrant)

    


    The undersigned registered owner of
this Warrant irrevocably exercises this Warrant and purchases _________ of the
number of shares of the Common Stock of SERVISFIRST BANCSHARES, INC., a Delaware
corporation, purchasable with this Warrant, and herewith makes payment therefor,
all at the price and on the terms and conditions specified in this Warrant. The
undersigned hereby represents and warrants that the undersigned is acquiring
such shares for its own account for investment purposes only, and not for resale
or with a view to distribution of such shares or any part thereof:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              DATED:

                            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              Name
      of Holder

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              By:

                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              Name:

                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              Title: