Exhibit 10.3


 


PLEDGE AND SECURITY AGREEMENT


 


dated as of September 1, 2016


 


between


 


SERVISFIRST BANCSHARES, INC., as Grantor


 


and 


 


NEXBANK SSB, as Lender


 




     


     


    

 


PLEDGE AND SECURITY

AGREEMENT


 


This PLEDGE
AND SECURITY AGREEMENT, dated as of September 1, 2016 (as it may be amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”), between ServisFirst Bancshares, Inc., a Delaware corporation (the “Borrower”
or “Grantor”), and NexBank SSB, as lender (together with its successors and permitted assigns, the “Lender”).


 


RECITALS:


 


WHEREAS,
reference is made to that certain Loan Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or
otherwise modified from time to time, the “Loan Agreement”), by and between Borrower and Lender;


 


WHEREAS,
in consideration of the extensions of credit and other accommodations of Lender as set forth in the Loan Agreement, Grantor has
agreed to secure Grantor’s obligations under the Loan Documents as set forth herein; and


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, Grantor and Lender agree as follows:


 


SECTION 1. DEFINITIONS; GRANT
OF SECURITY.


 


1.1           General
Definitions. In this Agreement, the following terms shall have the following meanings:


 


“Agreement” shall have
the meaning set forth in the preamble.


 


“Borrower” shall have
the meaning set forth in the preamble.


 


“Cash Proceeds” shall
have the meaning assigned in Section 9.6.


 


“Change of
Control Laws” shall mean all U.S. federal and state laws and regulations which govern or impose conditions, requirements
or restrictions on changes in the ownership of FDIC insured banks, including the Change in Bank Control Act of 1978, as amended,
the BHCA and Regulation Y under the Federal Reserve Act.


 


“Collateral” shall have
the meaning assigned in Section 2.1.


 


“Collateral Account”
shall mean any account established by the Lender for the purpose of holding any Pledged Stock pursuant to and in accordance with
the terms and provisions of this Agreement.


 


“Collateral
Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints,
technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic
storage media and related data processing software, and similar items that at any time evidence or contain information relating
to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.


 


“Control”
shall mean: with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC.


 




     


     


    

  


“Bank” means ServisFirst
Bank, an Alabama state chartered and FDIC insured bank, which is the issuer of the Pledged Shares and a wholly-owned subsidiary
of Grantor.


 


“Grantor” shall have
the meaning set forth in the preamble.


 


“Insurance”
shall mean all insurance policies covering any or all of the Collateral (regardless of whether the Lender is the loss payee thereof).


 


“Lender” shall have the
meaning set forth in the preamble.


 


“Loan Agreement” shall
have the meaning set forth in the recitals.


 


“Pledge Supplement”
shall mean any supplement to this Agreement in form and substance agreed to by Lender and Borrower.


 


“Pledged Stock”
and “Pledged Shares” shall each mean the shares of capital stock of the Bank owned by Grantor described on Schedule
5.2(I) under the heading “Pledged Stock” (as such schedule may be amended or supplemented), and the certificates, if
any, representing such shares and any interest of Grantor in respect of such shares in the entries on the books of the issuer of
such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares.


 


“Secured Obligations”
shall have the meaning assigned in Section 3.1.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, and any successor statute thereto.


 


“To Transfer”
and any other term or phrase of similar import shall mean and include: to sell, assign, pledge, lease, license (on an exclusive
or nonexclusive basis) or otherwise dispose of the Collateral, or any interest therein, whether in whole or in part, unless the
context in which such term or phrase is used indicates otherwise.


 


“Transfer”
shall mean, when used as a noun, a transfer, sale, assignment, lease, license or other disposition of the Collateral, or any interest
therein, whether in whole or in part.


 


“UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the State of Texas; provided, however, that in the event
that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral
is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Texas, the term “UCC”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions
hereof relating to such perfection, priority or remedies.


 


“United States” or “U.S.”
shall mean the United States of America.


 


1.2           Definitions;
Interpretation.


 


(a)          In
this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one
Article of the UCC, shall have the meaning given in Article 9 thereof): Certificated Security, Money, Proceeds, and Supporting
Obligations.


 




     


     


    

 


(b)          All
other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the
meanings ascribed thereto in the UCC or Loan Agreement, as applicable. The incorporation by reference of terms defined in the Loan
Agreement shall survive any termination of the Loan Agreement until this Agreement is terminated as provided in Section 10
hereof. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending
on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule
or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include”
or “including”, when following any general statement, term or matter, shall not be construed to limit such statement,
term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether
or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the
broadest possible scope of such general statement, term or matter. If any conflict or inconsistency exists between this Agreement
and the Loan Agreement, the Loan Agreement shall govern. All references herein to provisions of the UCC shall include all successor
provisions under any subsequent version or amendment to any Article of the UCC.


 


SECTION 2.          GRANT
OF SECURITY.


 


2.1           Grant
of Security. The Grantor hereby grants to the Lender a security interest in and continuing lien on all of Grantor’s right,
title and interest in, to and under the following personal property of the Grantor, in each case whether now or hereafter existing
or in which the Grantor now has or hereafter acquires an interest and wherever the same may be located (all of which being hereinafter
collectively referred to as the “Collateral”):


 


(a)          Pledged
Stock;


 


(b)          to
the extent not otherwise included above, all Collateral Records and Supporting Obligations relating to the Pledged Stock; and


 


(c)          to
the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.


 


SECTION 3.          SECURITY
FOR OBLIGATIONS; GRANTOR REMAINS LIABLE.


 


3.1           Security
for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or
performance in full when due, whether at stated maturity, or by acceleration or demand as provided in the Loan Agreement (including
the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations of Grantor arising under the Loan Documents,
as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter (the “Secured Obligations”).


 


3.2           Continuing
Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) Grantor shall remain liable for all obligations
under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Lender, (ii) Grantor shall
remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to
Pledged Stock, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and
provisions thereof and the Lender shall have no obligation or liability under any of such agreements by reason of or arising out
of this Agreement or any other document related thereto nor shall the Lender have any obligation to make any inquiry as to the
nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights
under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Stock, and (iii)
the exercise by the Lender of any of its rights hereunder shall not release Grantor from any of its duties or obligations under
the contracts and agreements included in the Collateral.


 




     


     


    

 


SECTION 4.          CERTAIN
PERFECTION REQUIREMENTS


 


4.1           Delivery
Requirements. With respect to any Certificated Securities included in the Collateral, Grantor shall deliver to the Lender the
Security Certificates evidencing such Certificated Securities duly indorsed by an effective endorsement (within the meaning of
Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective
endorsement, in each case, to the Lender or in blank.


 


4.2           Control
Requirements. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities
credited to a Securities Account), Grantor shall cause the issuer of such Uncertificated Security to notify the Lender of any Uncertificated
Security included in the Collateral. Upon the request of the Lender, the Grantor shall enter into an agreement with the Lender,
such agreement in form and substance reasonably satisfactory to the Lender, pursuant to which such issuer agrees to comply with
the Lender’s instructions with respect to such Uncertificated Security without further consent by Grantor.


 


4.3           Timing
and Notice. With respect to any Collateral in existence on the date hereof, Grantor shall comply with the requirements of Section
4 on the date hereof and, with respect to any Collateral hereafter owned or acquired, Grantor shall comply with such requirements
within 30 (thirty) days of Grantor acquiring rights therein. Grantor shall promptly inform the Lender of its acquisition of any
Collateral for which any action is required by Section 4 hereof.


 


SECTION 5.          REPRESENTATIONS
AND WARRANTIES. Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:


 


5.1           Grantor
Information and Status.


 


(a)          Schedule
5.1(A) and (B) sets forth, as of the Effective Date, under the appropriate headings: (1) the full legal name of Grantor, (2) all
trade names or other names under which Grantor currently conducts business, (3) the type of organization of Grantor, (4) the jurisdiction
of organization of Grantor, (5) its organizational identification number, if any, and (6) the jurisdiction where the chief executive
office or its principal place of business (or the principal residence if Grantor is a natural person) is located.


 


(b)          Except
as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization or its corporate structure in any way
(e.g., by merger, consolidation, change in corporate form or otherwise) and has not done business under any other name, in each
case, within the past five (5) years;


 


(c)          It
has been duly organized and is validly existing as an entity of the type as set forth opposite its name on Schedule 5.1(A) solely
under the laws of the jurisdiction as set forth opposite its name on Schedule 5.1(A) and remains duly existing as such. It has
not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other
jurisdiction; and


 


(d)          Grantor
is not a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).


 




     


     


    

 


5.2           Collateral
Identification, Special Collateral.


 


(a)          Schedule
5.2 sets forth as of the Closing Date under the appropriate headings all of Grantor’s Pledged Stock;


 


(b)          none
of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4)
timber to be cut, or (5) aircraft, aircraft engines, satellites, ships or railroad rolling stock; and


 


(c)          All
information supplied in writing by Grantor to Lender with respect to any of the Collateral (in each case taken as a whole with
respect to any particular Collateral) is accurate and complete in all material respects.


 


5.3           Ownership
of Collateral and Absence of Other Liens. It owns the Collateral purported to be owned by it or otherwise has the rights it
purports to have in each item of Collateral and, as to all Collateral whether now existing or hereafter acquired, developed or
created, will continue to own or have such rights in each item of the Collateral (except as otherwise permitted by the Loan Agreement),
in each case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising
as a result of Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by
another Person, other than, in the case of priority only, any Permitted Liens.


 


5.4           Status
of Security Interest.


 


(a)          upon
the filing of financing statements naming Grantor as “debtor” and the Lender as “secured party” and describing
the Collateral in the filing offices set forth opposite Grantor’s name on Schedule 5.4 hereof (as such schedule may be amended
or supplemented from time to time), the security interest of the Lender in all Collateral that can be perfected by the filing of
a financing statement under the Uniform Commercial Code as in effect in the jurisdiction where such filing is made will constitute
a valid, perfected, first priority Lien subject, in the case of priority only, to any Permitted Liens with respect to Collateral.
This Agreement is effective to establish the Lender’s Control of the Collateral subject thereto; and


 


(b)          no
authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory
body or any other Person is required for either (i) the pledge or grant by Grantor of the Liens purported to be created in favor
of the Lender hereunder or (ii) the exercise by Lender of any rights or remedies in respect of any Collateral (whether specifically
granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a)
above, (B) those that have been obtained prior to the date of determination, (C) as may be required, in connection with the disposition
of any Pledged Stock, by laws generally affecting the offering and sale of Securities, and (D) as may be required in connection
with the exercise of voting and consensual rights with respect to, and any Transfer of any of the Pledged Shares, under applicable
Change of Control Laws.


 


5.5           Reserved.


 


5.6           Pledged
Stock.


 


(a)          it
is the record and beneficial owner of the Pledged Stock free of all Liens, rights or claims of other Persons and there are no outstanding
warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to,
or property that is convertible into, or that requires the issuance or sale of, any Pledged Stock;


 






     


     


    

 


(b)          no
consent of any Person including any other general or limited partner, any other member of a limited liability company, any other
shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of
the security interest of the Lender in any Pledged Stock or, except as otherwise provided in Section 5.4(b), or the exercise by
the Lender of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such
consents as have been obtained.


 


SECTION 6.          COVENANTS
AND AGREEMENTS. Grantor hereby covenants and agrees that:


 


6.1           Grantor
Information and Status. Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the
Loan Agreement, it shall not change Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change
in corporate form or otherwise), principal place of business chief executive office, organizational identification number, type
of organization or jurisdiction of organization unless it shall have (a) notified the Lender in writing at least ten (10) days
prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, principal place of
business, chief executive office, jurisdiction of organization or trade name and providing such other information in connection
therewith as the Lender may reasonably request and (b) taken all reasonable actions necessary to maintain the continuous validity,
perfection and the same or better priority of the Lender’s security interest in the Collateral granted or intended to be
granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include, without limitation,
executing and delivering to the Lender a completed Pledge Supplement together with all Supplements to Schedules thereto, upon completion
of such merger or other change in corporate structure confirming the grant of the security interest hereunder.


 


6.2           Ownership
of Collateral and Absence of Other Liens.


 


(a)          except
for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any
of the Collateral, other than Permitted Liens, and Grantor shall defend the Collateral against all Persons at any time reasonably
claiming any interest therein;


 


(b)          upon
Grantor, or any officer of Grantor, obtaining knowledge thereof, it shall promptly notify the Lender in writing of any event that
could reasonably be expected to diminish the value of the Collateral or any portion thereof, the ability of Grantor or the Lender
to dispose of the Collateral or any portion thereof, or the rights and remedies of the Lender in relation thereto, including, without
limitation, the levy of any legal process against the Collateral or any portion thereof; and


 


(c)          Grantor
shall not Transfer (by operation of law or otherwise) or exclusively license to another Person any Collateral except as otherwise
permitted by this Agreement or the Loan Agreement.


 


6.3           Status
of Security Interest.


 


(a)          Grantor
shall maintain the security interest of the Lender hereunder in all Collateral as valid, perfected, first priority Liens (subject
to Permitted Liens).


 


(b)          Notwithstanding
the foregoing, Grantor shall not be required to take any action to perfect any Collateral to the extent that the Grantor, in consultation
with the Lender, reasonably determines that the cost of obtaining a security interest in such Collateral exceeds the practical
benefit thereof to the Lender.


 




     


     


    

 


6.4           Pledged
Stock.


 


(a)          except
as provided in the next sentence, in the event Grantor receives any dividends, interest or distributions on any Pledged Stock,
then (i) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral
without further action and (ii) Grantor shall promptly take all steps, if any, necessary to ensure the validity, perfection, priority
and, if applicable, control of the Lender over such Pledged Stock and pending any such action Grantor shall be deemed to hold such
dividends, interest, distributions, securities or other property in trust for the benefit of the Lender and shall segregate such
dividends, distributions, Securities or other property from all other property of Grantor. Notwithstanding the foregoing, unless
an Event of Default has occurred and is continuing, Lender authorizes, and there shall be no restriction under this Agreement,
the Loan Agreement or the other Loan Documents on, the declaration or payment of cash dividends or distributions by the Issuer
to Grantor, and Grantor shall be entitled to retain all cash dividends and distributions that are paid by the issuer and all scheduled
payments of interest.


 


(b)          Voting.


 


(i)          So
long as no Event of Default shall have occurred and be continuing, Grantor shall be entitled, in its sole and absolute discretion,
to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock or any part
thereof for any purpose not inconsistent with the terms of this Agreement or the Loan Agreement; and


 


(ii)         Upon
the occurrence and during the continuance of an Event of Default:


 


(1)         subject
to compliance by Lender with any applicable Change of Control Laws, all rights of Grantor to exercise or refrain from exercising
the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall upon notice from
the Lender cease and all such rights shall thereupon become vested in the Lender who shall thereupon have the sole right to exercise
such voting and other consensual rights; and


 


(2)         in
order to permit the Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto
and to receive all dividends and other distributions which it may be entitled to receive hereunder, upon compliance by Lender with
any applicable Change of Control Laws: (x) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to
the Lender all proxies, dividend payment orders and other instruments as the Lender may from time to time reasonably request and
(y) Grantor shall acknowledge that Lender may utilize the power of attorney set forth in Section 8.1.


 




     


     


    

 


SECTION 7.          FURTHER
ASSURANCES; ADDITIONAL GRANTORS.


 


7.1           Further
Assurances.


 


(a)          Grantor
agrees that from time to time, at the expense of Grantor, that it shall promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary, or that the Lender may reasonably request, in order to create and/or
maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or
to enable the Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral.


 


(b)          Grantor
hereby authorizes the Lender to file a Record or Records, including, without limitation, financing or continuation statements and
amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Lender may determine,
in its sole discretion, are necessary to perfect or otherwise protect the security interest granted to the Lender herein. Such
financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description
of collateral that describes such property in any other manner as the Lender may determine, in its sole discretion, is necessary
to ensure the perfection of the security interest in the Collateral granted to the Lender herein.


 


SECTION 8.          LENDER
APPOINTED ATTORNEY-IN-FACT.


 


8.1           Power
of Attorney. Grantor hereby irrevocably appoints the Lender (such appointment being coupled with an interest) as Grantor’s
attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, the Lender or otherwise, from
time to time in the Lender’s discretion to take any action and to execute any instrument that the Lender may deem reasonably
necessary to accomplish the purposes of this Agreement, including, without limitation, the following:


 


(a)          upon
the occurrence and during the continuance of any Event of Default, to obtain insurance required to be maintained by Grantor or
paid to the Lender pursuant to the Loan Agreement;


 


(b)          upon
the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;


 


(c)          upon
the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above;


 


(d)          upon
the occurrence and during the continuance of any Event of Default, to file any claims or take any reasonable action or institute
any proceedings that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce
the rights of the Lender with respect to any of the Collateral;


 


(e)          upon
the occurrence and during the continuance of any Event of Default, to take or cause to be taken all reasonable actions necessary
to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access
to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the
legality or validity thereof and the amounts necessary to discharge the same to be determined by the Lender in its reasonable discretion,
any such payments made by the Lender to become obligations of Grantor to the Lender, due and payable immediately without demand;


 




     


     


    

  


(f)          upon
the occurrence and during the continuance of any Event of Default, but subject to the provisions of Section 9.1(b) below, generally
to Transfer or make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though
the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and Grantor’s expense,
at any time or from time to time, all acts and things that the Lender deems reasonably necessary to protect, preserve or realize
upon the Collateral and the Lender’s security interest therein in order to effect the intent of this Agreement, all as fully
and effectively as Grantor might do, in each case, subject, however, to compliance with any applicable Change in Control Laws by
Lender and by any Person to whom Lender may Transfer the Collateral, in whole or part; and


 


(g)          to
prepare and file any UCC financing statements against Grantor as debtor.


 


8.2           
No Duty on the Part of Lender. The powers conferred on the Lender hereunder are solely to protect its interest in the Collateral
and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, employees
or agents shall be responsible to Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith
or willful misconduct.


 


SECTION 9.          REMEDIES.


 


9.1           Generally.


 


(a)          If
any Event of Default shall have occurred and for so long as it is continuing, the Lender may exercise in respect of the Collateral,
in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights
and remedies of the Lender on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce
or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately,
successively or simultaneously, subject, however, to compliance with any applicable Change in Control Laws by Lender and by any
Person to whom Lender may Transfer the Collateral, in whole or part:


 


(i)          require
Grantor to, and Grantor hereby agrees that it shall at its expense and promptly upon request of the Lender forthwith, assemble
all or part of the Collateral in the Possession of Grantor as directed by the Lender and make it available to the Lender at a place
to be designated by the Lender that is reasonably convenient to both parties;


 


(ii)         prior
to the Transfer of the Collateral, prepare the Collateral for Transfer in such manner to the extent the Lender deems necessary;
and


 


(iii)        without
notice except as specified below or under the UCC, Transfer the Collateral (including licensing the Collateral on an exclusive
or nonexclusive basis) or any part thereof in one or more parcels at public or private sale, at any of the Lender’s offices,
for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as are
commercially reasonable, subject, however, to compliance with any applicable Change in Control Laws by Lender and by any Person
to whom Lender may Transfer the Collateral, in whole or part.


 




     


     


    

 


(b)          The
Lender may be the purchaser of any or all of the Collateral at any public sale or at any private sale, but only if and to the extent
the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject
of widely distributed standard price quotations (a “Permitted Private Sale”) in accordance with the UCC and the Lender
shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale or Permitted Private Sale made in accordance with the UCC, to use and apply any of
the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Lender at such sale. Each
purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Grantor and Grantor
hereby waives (to the extent permitted by applicable law) all other rights of redemption, stay and/or appraisal which it now has
or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor agrees that,
to the extent notice of sale shall be required by law, at least ten (10) days’ prior written notice to Grantor of the time
and place of any public sale or Permitted Private Sale is to be made and the same shall constitute reasonable notification. The
Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn
any public or Permitted Private Sale from time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. Due to the nature of the Collateral, Lender
and Grantor agree that it would not be commercially reasonable for the Lender to Transfer the Collateral or any portion thereof
by using Internet sites that provide for the auction of assets. Grantor hereby waives any claims against the Lender arising by
reason of the fact that the price at which any Collateral may have been sold at such a Permitted Private Sale was less than the
price which might have been obtained at a public sale even if the Lender accepts the first offer received and does not offer such
Collateral to more than one offeree. If the proceeds of any such sale or other Transfer of the Collateral are insufficient to pay
all the Secured Obligations, Grantor shall be liable for the deficiency and the fees of any attorneys employed by the Lender to
collect such deficiency. Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable
injury to the Lender, that the Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each
and every covenant contained in this Section shall be specifically enforceable against Grantor, and Grantor hereby waives and agrees
not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has
occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section
shall in any way limit the rights of the Lender hereunder.


 


(c)          The
Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim or modify
any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of
any sale of the Collateral.


 


(d)          The
Lender shall have no obligation to marshal any of the Collateral.


 


9.2           Application
of Proceeds.         Except as expressly provided elsewhere in this Agreement,
all proceeds received by the Lender upon the occurrence and during the continuance of an Event of Default which has not otherwise
been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 16.1 of the Loan Agreement and
in respect of any sale, or any collection from or other realization upon all or any part of the Collateral shall be applied in
full or in part by the Lender against, the Secured Obligations in the following order of priority: first, to the payment of all
costs and expenses of such sale, collection or other realization, including attorney fees, and all other expenses incurred and
advances made by the Lender in connection therewith, and all amounts for which the Lender is entitled to indemnification hereunder,
and to the payment of all costs and expenses paid or incurred by the Lender in connection with the exercise of any right or remedy
hereunder as and to the extent provided for in and all in accordance with the terms of the Loan Agreement; second, to the payment
of all other Secured Obligations; and third, to the payment to or upon the order of the Grantor or to whosoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction may direct.


 




     


     


    

 


 


9.3           Pledged
Stock. Grantor recognizes that if Lender conducts any sale or sales of any of the Pledged Stock comprising the Collateral following
the occurrence and during the continuance of any Event of Default, then, unless such sale or sales are first registered under the
Securities Act and qualified under any applicable state securities laws, the Lender may be compelled to conduct such sale or sales
in compliance with the applicable provisions of Section 4(2) and/or Regulation D under the Securities Act and to limit such sales
to purchasers who agree in writing, among other things, to acquire the Pledged Stock for their own account, for investment and
not with a view to the distribution or resale thereof, as well as to comply with any applicable Change of Control Laws. Grantor
acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale
without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and,
notwithstanding such circumstances, Grantor agrees that any such private sale shall be deemed to have been made in a commercially
reasonable manner, provided that such private sale is conducted in a manner and by means of efforts materially consistent with
private or limited offerings of securities generally, that are made in reliance on the exemptions from registration provided by
Section 4(2) of or Regulation D under the Securities Act, and that the Lender shall have no obligation to engage in public sales
and no obligation to delay the sale of any Pledged Stock for the period of time necessary to permit the issuer thereof to register
it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws. Lender
agrees that Grantor shall have no obligation to register or qualify any of the Pledged Shares under the Securities Act or any state
securities laws.


 


9.4           Cash
Proceeds. If any Event of Default shall have occurred and be continuing, all proceeds of any Collateral received by Grantor
consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by Grantor in trust
for the Lender, segregated from other funds of Grantor, and shall, upon the exercise of remedies by the Lender, be turned over
to the Lender in the exact form received by Grantor (duly indorsed by such Grantor to the Lender, if required) and held by the
Lender in the Collateral Account. Any Cash Proceeds received by the Lender (whether from a Grantor or otherwise) may, in the sole
discretion of the Lender, (A) be held by the Collateral as collateral security for the Secured Obligations (whether matured or
unmatured) and/or (B) then or at any time thereafter may be applied by the Lender against the Secured Obligations then due and
owing.


 


SECTION 10. CONTINUING SECURITY INTEREST; TRANSFER
OF LOANS.


 


10.1         Assignment
of Security Interest in the Collateral. This Agreement shall create a continuing security interest in the Collateral and shall
remain in full force and effect and shall be binding upon Grantor, its successors and Permitted Assigns, and inure, together with
the rights and remedies of the Lender hereunder, to the benefit of the Lender and its successors and Permitted Assigns, until the
payment in full of all Secured Obligations (other than contingent obligations that survive the termination of the Loan Agreement).
Without limiting the generality of the foregoing, Lender may assign or otherwise transfer the Loan to any other Person, if and
to the extent permitted by the express terms of the Loan Agreement (such Person, a “Permitted Assign”), and such Permitted
Assign shall thereupon become vested with all the benefits in respect thereof granted to Lender herein.


 




     


     


    

 


SECTION 11. STANDARD OF CARE;
LENDER MAY PERFORM.


 


The powers conferred on the Lender
hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any Collateral. The Lender shall be deemed to have exercised reasonable
care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal
to that which the Lender accords its own property. Neither the Lender nor any of its directors, officers, employees or agents shall
be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall
be under any obligation to sell or otherwise Transfer any Collateral upon the request of Grantor or otherwise. If Grantor fails
to perform any agreement contained herein, the Lender may itself perform, or cause performance of, such agreement, and the expenses
of the Lender incurred in connection therewith shall be payable by Grantor if and to the extent it is required to do so under the
Loan Agreement.


 


SECTION 12. MISCELLANEOUS.


 


Any notice required or permitted
to be given under this Agreement shall be given in accordance with Section 17.16 of the Loan Agreement. No failure or delay
on the part of the Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair
such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.
All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any
rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder
shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact
that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding
upon and inure to the benefit of the Lender and the Grantor and their respective successors and Permitted Assigns. Grantor shall
not, without the prior written consent of the Lender given in accordance with the Loan Agreement, assign any right, duty or obligation
hereunder. This Agreement and the other Loan Documents embody the entire agreement and understanding between the Grantor and the
Lender and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof.
Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of
the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.


 


Irrespective of the place of execution and/or delivery,
this Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of Texas.


 


THE PROVISIONS OF THE LOAN AGREEMENT UNDER THE HEADINGS “JURISDICTION”
AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION
OF THE LOAN AGREEMENT.


 




     


     


    

  


IN WITNESS WHEREOF,
Grantor and the Lender have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.


 


	 	SERVISFIRST BANCSHARES, INC.


 


	 	By:	/s/ William M. Foshee
	 	 	Name:  	William M. Foshee
	 	 	Title: 	Executive Vice President and Chief Financial Officer


 


	 	NEXBANK SSB,
	 	as Lender


 


	 	By:	/s/ Matt Siekielski
	 	 	Name:  	Matt Siekielski
	 	 	Title: 	Chief Operating Officer


 




     


     


    

 


SCHEDULE 5.1


TO PLEDGE AND SECURITY AGREEMENT


 


GENERAL INFORMATION


 


	(A)	Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole
Place of Business and Organizational Identification Number of Grantor:






 





	Full Legal Name	 	Type of
 Organization	 	Jurisdiction
 of
 Organization	 	Chief Executive
 Office/Principal Place of
 Business	 	Federal Tax ID
 Number
	 	 	 	 	 	 	 	 	 
	ServisFirst Bancshares, Inc.	 	Corporation	 	Delaware	 	850 Shades Creek Parkway 
Birmingham, Alabama 35209	 	26-0734029



 


	(B)	Other Names (including any Trade Name or Fictitious Business
Name) under which Grantor currently conducts business (excluding activities of its subsidiaries):



 


	Full Legal Name	 	Trade Name or Fictitious Business Name
	 	 	 
	N/A	 	N/A



 


	(C)	Changes in Name, Jurisdiction of Organization, Chief
Executive Office, Principal Place of Business or Corporate Structure within past five (5) years:



 


	Grantor	 	Date of Change	 	Description of Change
	N/A	 	N/A	 	N/A



 




     


     


    

 


SCHEDULE 5.2


TO PLEDGE AND SECURITY AGREEMENT


 


COLLATERAL IDENTIFICATION


 


I. PLEDGED STOCK


 





	Grantor	 	Stock

Issuer	 	Class of

Stock	 	Certificated

(Y/N)	 	Stock

Cert. No.	 	Par

Value	 	No. of

Pledged

Stock	 	%
    of
 Outstanding
 Stock of the
 Stock Issuer
	ServisFirst Bancshares, Inc.	 	ServisFirst Bank	 	Common	 	Yes	 	
        0904
	 	
        $5.00
	 	
        960,154
	 	18.777%



 



     


     


    

 


SCHEDULE 5.4 TO


PLEDGE SECURITY AGREEMENT


 


FINANCING STATEMENTS:


 


	Grantor	 	Filing Jurisdiction(s)
	 	 	 
	ServisFirst Bancshares, Inc.	 	Delaware