exhibit4b.htm


    EXHIBIT
4(b)

     CAPITOL
BANCORP LTD.

    


    Warrant
to Purchase Common Stock

    


    Date
of Issuance: February ___, 2009Certificate No. CW-[___]

    


    VOID
AFTER FEBRUARY [    ],
2014

    


    THIS CERTIFIES THAT, for value
received, [            ],
or permitted registered assigns (Holder),
is entitled to subscribe for and purchase at the Exercise Price (defined below)
from Capitol Bancorp Ltd., a Michigan corporation (Company),
up to [
            
] shares of the common stock of the Company, no par value per share (Common
Stock). This warrant is one of a series of warrants issued by the Company
as of the date hereof (individually a Warrant;
collectively, Company
Warrants) in connection with the resale of Trust Preferred Securities
issued by Capitol Trust XII, a Delaware statutory trust, from time to time
that may be offered for resale by the Company or certain affiliates of the
Company.

    


    1.  Definitions.
As used herein, the following terms shall have the following respective
meanings:

     

    (a)  “Eligible
Market” means any of the New York Stock Exchange, the American Stock
Exchange, The NASDAQ Global Market, The NASDAQ Global Select Market or The
NASDAQ Capital Market.

     

    (b)  “Exercise
Period” shall mean the period commencing six months after the date
hereof and ending five years from the date hereof, unless sooner terminated as
provided below.

     

    (c)  “Exercise Price”
shall mean $10.00 per share, subject to adjustment pursuant to
Section 4 below.

     

    (d)  “Exercise
Shares” shall mean the shares of Common Stock issuable upon exercise of
this Warrant.

     

    (e)  “Trading
Day” shall mean (a) any day on which the Common Stock is listed or
quoted and traded on its primary Trading Market, (b) if the Common Stock is
not then listed or quoted and traded on any Eligible Market, then a day on which
trading occurs on the OTC Bulletin Board (or any successor thereto), or
(c) if trading does not occur on the OTC Bulletin Board (or any successor
thereto), any business day.

     

    (f)  “Trading Market”
shall mean the OTC Bulletin Board or any other Eligible Market, or any
national securities exchange, market or trading or quotation facility on which
the Common Stock is then listed or quoted.

     

    2.  Exercise of
Warrant. The rights represented by this Warrant may be exercised in whole
or in part at any time during the Exercise Period, by delivery of the following
to the Company at its address set forth on the signature page hereto (or at such
other address as it 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        
may
designate by notice in writing to the Holder):

    

     

    (a)  An
executed Notice of Exercise in the form attached hereto;

     

    (b)  Payment
of the Exercise Price either (i) in cash or by check or (ii) if
permitted by the Company, pursuant to Section 3 below; and

     

    (c)  This
Warrant.

     

    Execution and delivery of the Notice of
Exercise shall have the same effect as cancellation of the original Warrant and
issuance of a new Warrant evidencing the right to purchase the remaining number
of Exercise Shares, if any.  Certificates for shares purchased
hereunder shall be transmitted by the transfer agent of the Company to the
Holder by crediting the account of the Holder’s prime broker with the Depository
Trust Company through its Deposit Withdrawal Agent Commission system if the
Company is a participant in such system, and otherwise by physical delivery to
the address specified by the Holder in the Notice of Exercise within three
business days from the delivery to the Company of the Notice of Exercise,
surrender of this Warrant and payment of the aggregate Exercise Price as set
forth above. This Warrant shall be deemed to have been exercised on the date the
Exercise Price is received by the Company. The person in whose name any
certificate or certificates for Exercise Shares are to be issued upon exercise
of this Warrant shall be deemed to have become the holder of record of such
shares on the date on which this Warrant was surrendered and payment of the
Exercise Price was made, irrespective of the date of delivery of such
certificate or certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are
open.

     

    3.  Net
Exercise. If during the Exercise Period the fair market value of one
share of the Common Stock is greater than the Exercise Price (at the date of
calculation as set forth below), in lieu of exercising this Warrant by payment
of cash or by check, the Company may, in its sole discretion, permit the Holder
to effect a “net exercise” of this Warrant, in which event, if so effected, the
Holder shall receive Exercise Shares equal to the value (as determined below) of
this Warrant (or the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the Holder
a number of shares of Common Stock computed using the following
formula:

     

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  X

                	 
      	
                  =

                	 
      	
                  Y
      (A-B)

                	 
      	 
      
	 
      	 
      	 
      	 
      	
                  A

                	 
      	 
      


        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                

            	
                

            	
              Where

            	
              X

            	
                

            	
              =

            	
                

            	
              the
      number of Exercise Shares to be issued to the Holder

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                

            	 
      	
                

            	
              Y

            	
                

            	
              =

            	
                

            	
              the
      number of Exercise Shares with respect to which this Warrant is being
      exercised

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                

            	 
      	
                

            	
              A

            	
                

            	
              =

            	
                

            	
              the
      Fair Market Value (as defined below) of one share of the Company’s Common
      Stock (at the date of such calculation)

            
	 
      	 
      	 
      
	 
      	
                

            	 
      	
                

            	
              B

            	
                

            	
              =

            	
                

            	
              Exercise
      Price (as adjusted to the date of such
  calculation)

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    For purposes of this Warrant,
the “Fair
Market Value” of one share of Common Stock shall mean (i) the
average of the closing sales prices for the shares of Common Stock on The New
York Stock Exchange or other Eligible Market where the Common Stock is listed or
traded as reported by Bloomberg Financial Markets (or a comparable reporting
service of national reputation selected by the Company and reasonably acceptable
to the Holder if Bloomberg Financial Markets is not then reporting sales prices
of such security) (collectively, Bloomberg)
for the ten consecutive trading days immediately prior to the Exercise
Date, or (ii) if an Eligible Market is not the principal Trading Market for
the shares of Common Stock, the average of the reported sales prices reported by
Bloomberg on the principal Trading Market for the Common Stock during the same
period, or, if there is no sales price for such period, the last sales price
reported by Bloomberg for such period, or (iii) if neither of the foregoing
applies, the last sales price of such security in the over-the-counter market on
the pink sheets or bulletin board for such security as reported by Bloomberg, or
if no sales price is so reported for such security, the last bid price of such
security as reported by Bloomberg or (iv) if fair market value cannot be
calculated as of such date on any of the foregoing bases, the fair market value
shall be as determined by the Board of Directors of the Company in the exercise
of its good faith judgment.

     

    4.  Issuance of
New Warrants. Upon any partial exercise of this Warrant, the Company, at
its expense, will forthwith and, in any event within five business days, issue
and deliver to the Holder a new warrant or warrants of like tenor, registered in
the name of the Holder, exercisable, in the aggregate, for the balance of the
number of shares of Common Stock remaining available for purchase under this
Warrant.

     

    5.  Payment of
Taxes and Expenses. The Company shall pay any recording, filing, stamp or
similar tax which may be payable in respect of any transfer involved in the
issuance of, and the preparation and delivery of certificates (if applicable)
representing, (i) any Exercise Shares purchased upon exercise of this
Warrant and/or (ii) new or replacement warrants in the Holder’s name or the
name of any transferee of all or any portion of this Warrant; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance, delivery or registration of
any certificates for Exercise Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Exercise
Shares upon exercise hereof.

     

    6.  Exercise
Limitations and Holder’s Restrictions. A Holder, other than an Excluded
Holder, shall not have the right to exercise any portion of this Warrant,
pursuant to Section 2,
Section 3 or otherwise, to the extent that after giving effect to such issuance
after exercise, such Holder (together with such Holder’s affiliates), as set
forth on the applicable Notice of Exercise, would beneficially own in excess of
9.9% of the number of shares of the Common Stock outstanding immediately after
giving effect to such issuance. For purposes of this  Section 6,
the number of shares of Common Stock beneficially owned by such Holder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (A) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by such Holder or any of its
affiliates and (B) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without
limitation, any other shares of Common 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        
Stock or
Warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by such Holder or any of its
affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 6, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (Exchange
Act), it being acknowledged by a Holder that the Company is not
representing to such Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and such Holder is solely responsible for
any schedules required to be filed in accordance therewith.  To the
extent that the limitation contained in this Section 6 applies, the
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Holder) and of which a portion of this Warrant is
exercisable shall be in the sole discretion of a Holder, and the submission of a
Notice of Exercise shall be deemed to be each Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by such
Holder) and of which portion of this Warrant is exercisable, in each case
subject to such aggregate percentage limitation, and the Company shall have no
obligation to verify or confirm the accuracy of such determination. For purposes
of this Section 6, in determining the number of outstanding shares of
Common Stock, a Holder may rely on the number of outstanding shares of Common
Stock as reflected in (i) the Company’s most recent Form 10-Q or Form 10-K,
as the case may be, (ii) a more recent public announcement by the Company
or (iii) any other notice by the Company or the Company’s transfer agent
setting forth the number of shares of Common Stock outstanding.  Upon
the written or oral request of a Holder, the Company shall within two Trading
Days confirm orally and in writing to such Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by such Holder or its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.  For purposes of this Section 6, an
“Excluded
Holder” shall mean a Holder (together with such Holder’s affiliates) that
beneficially owned in excess of 9.9% of the number of shares of the Common Stock
outstanding on the date this Warrant was issued to such Holder; provided, however, that if thereafter
such Holder (together with such Holder’s affiliates) shall beneficially own 9.9%
or a percentage less than 9.9% of the number of shares of the Common Stock
outstanding, then such Holder shall cease to be an “Excluded Holder”
hereunder.

    

     

    7.  Covenants
of the Company.

     

    (a)  Covenants as to Exercise
Shares. The Company covenants and agrees that all Exercise Shares that
may be issued upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued and outstanding, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issuance
thereof.  The Company further covenants and agrees that the Company
will at all times during the Exercise Period, have authorized and reserved, free
from preemptive rights, a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant.  If at any
time during the Exercise Period the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit exercise of this Warrant, the
Company will use its commercially reasonable efforts to take such corporate
action in compliance with applicable law as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    8.  Adjustment
of Exercise Price and Shares. The Exercise Price and number of Exercise
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 8.

     

    (a)  If the
Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or
(iii) combines outstanding shares of Common Stock into a smaller number of
shares, then in each such case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or
combination.

     

    (b)  If the
Company, at any time while this Warrant is outstanding, distributes to holders
of Common Stock (i) evidences of its indebtedness, (ii) any security
(other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or
(iv) any other asset (in each case, Distributed
Property), then in each such case the Holder shall be entitled upon
exercise of this Warrant for the purchase of any or all of the Exercise Shares,
to receive the amount of Distributed Property which would have been payable to
the Holder had such Holder been the holder of such Exercise Shares on the record
date for the determination of shareholders entitled to such Distributed
Property. The Company will at all times set aside in escrow and keep available
for distribution to such holder upon exercise of this Warrant a portion of the
Distributed Property to satisfy the distribution to which such Holder is
entitled pursuant to the preceding sentence.

     

    (c)  Upon the
occurrence of each adjustment pursuant to this Section 8, the Company at
its expense will, at the written request of the Holder, promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of
Exercise Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Company’s transfer agent.

     

    9.  Fractional
Shares.  No fractional shares shall be issued upon the exercise
of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise
Shares (including fractions) issuable upon exercise of this Warrant may be
aggregated for purposes of determining whether the exercise would result in the
issuance of any fractional share. If, after aggregation, the exercise would
result in the issuance of a fractional share, the number of Exercise Shares to
be issued will be rounded down to the nearest whole share.

     

    10.  Fundamental
Transactions.  If any capital reorganization, reclassification
of the capital stock of the Company, consolidation or merger of the Company with
another entity in 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
which the
Company is not the survivor, or sale, transfer or other disposition of all or
substantially all of the Company’s assets to another entity shall be effected
(any such transaction being hereinafter referred to as a Fundamental
Transaction), then the Company shall use its commercially reasonable
efforts to ensure that lawful and adequate provision shall be made whereby the
Holder shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions herein specified and in lieu of the Exercise
Shares immediately theretofore issuable upon exercise of this Warrant, such
shares of stock, securities or assets as would have been issuable or payable
with respect to or in exchange for a number of Exercise Shares equal to the
number of Exercise Shares immediately theretofore issuable upon exercise of this
Warrant, had such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of the Holder
to the end that the provisions hereof (including, without limitation, provision
for adjustment of the Exercise Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any share of stock, securities
or assets thereafter deliverable upon the exercise thereof. The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
entity (if other than the Company) resulting from such consolidation or merger,
or the entity purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the Holder, at
the last address of the Holder appearing on the books of the Company, such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to purchase, and the other obligations
under this Warrant. The provisions of this Section 10 shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales,
transfers or other dispositions, each of which transactions shall also
constitute a Fundamental Transaction.

    

     

    11.  No
Shareholder Rights. Other than as provided in Section 7(b) or
otherwise herein, this Warrant in and of itself shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.

     

    12.  Transfer
of Warrant. Subject to applicable laws and the restriction on transfer
set forth in the Subscription Agreement, this Warrant and all rights hereunder
are transferable, by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the form of assignment attached hereto to any
transferee designated by Holder.  The transferee
shall sign an investment letter in form and substance reasonably satisfactory to
the Company and its counsel. Any purported transfer of all or any portion of
this Warrant in violation of the provisions of this Warrant shall be null and
void.

     

    13.  Lost,
Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or
otherwise as it may reasonably impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

     

    14.  Notices,
Etc. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
(b) when
sent by confirmed facsimile to the facsimile number specified in writing by the
recipient if sent during normal business hours of the recipient on a Trading
Day, if not, then on the next Trading Day, or (c) the next Trading Day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the Company at the address listed on the signature page hereto and to
Holder at the applicable address set forth on the applicable signature page to
the Subscription Agreement or at such other address as the Company or Holder may
designate by ten days advance written notice to the other parties
hereto.

    

     

    15.  Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained herein.

     

    16.  Governing
Law.  This Warrant and all rights, obligations and liabilities
hereunder shall be governed by, and construed in accordance with, the internal
laws of the State of Michigan, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other
jurisdiction.

     

    17.  Amendment
or Waiver. Any term of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively)
with the written consent of the Company and the holders of Company Warrants
representing at least two-thirds of the number of shares of Common Stock then
subject to outstanding Company Warrants. Notwithstanding the foregoing,
(a) this Warrant may be amended and the observance of any term hereunder
may be waived without the written consent of the Holder only in a manner which
applies to all Company Warrants in the same fashion and (b) the number of
Exercise Shares subject to this Warrant and the Exercise Price of this Warrant
may not be amended, and the right to exercise this Warrant may not be waived,
without the written consent of the Holder. The Company shall give prompt written
notice to the Holder of any amendment hereof or waiver hereunder that was
effected without the Holder’s written consent. No waivers of any term, condition
or provision of this Warrant, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

     

    


    



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed by its duly authorized officer as of [                             
   ],
2009.

    


    
      	 
      	
              Capitol
      Bancorp Ltd.

               

              By:                                                                                                                                              

              Name:                                                                                                                                       
       

              Title:                    
                                                                                                                            
      

            
	
               
      

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

               

            	 
      


    

    
      
        
          Signature
Page to Capitol Bancorp Ltd.

          Warrant
to Purchase Common Stock

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    NOTICE OF
EXERCISE

     

    
      	
              TO:

            	
              CAPITOL
      BANCORP LTD.

            


    

    


    (1)               [_____]
The undersigned hereby elects to purchase [            ]
shares of the common stock, no par value (Common
Stock), of Capitol
Bancorp Ltd., a Michigan corporation (Company) pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if
any.

     

    [______]
The undersigned hereby elects to purchase [            ]
shares of Common Stock of the Company pursuant to the terms of the net exercise
provisions set forth in Section 3 of the attached Warrant, and shall tender
payment of all applicable transfer taxes, if any.

    


    (2)               Please
issue the certificate for shares of Common Stock in the name of:

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      
	
                                

                            	 
      
	
                                

                            	
                              Print
      or type name

                            
	 
      
	
                                

                            	 
      
	
                                

                            	
                              Social
      Security or Tax Identification Number

                            
	 
      
	
                                

                            	 
      
	
                                

                            	
                              Street
      Address

                            
	 
      
	
                                

                            	 
      
	
                                

                            	
                              City,
       State,  Zip
Code

                            


                    

                  

                

              

            

          

        

      

    

     

    (3)               If
such number of shares shall not be all the shares purchasable upon the exercise
of the Warrants evidenced by this Warrant, a new warrant certificate for the
balance of such Warrants remaining unexercised shall be registered in the name
of the Holder.  If a different registration is desired, provide the
following:

    


    Please
insert social security or tax identification number:
____________________

     

     

    
      
        
          

        

      

    

    (Please
print the registration for the remaining warrants)

     

    
      
        

      

    

    
      	 
      	                    
      (Address)
	
              Dated:______________________________________

            	 
      	
              _____________________________________________________

            
	 
      	 
      	
              (Signature)

            
	 
      	 
      
	 
      	 
      	
              _____________________________________________________

            
	 
      	 
      	
              (Print
      name)

            


    

     

     

     

    
 

    
      
        
          Notice
of Exercise to Capitol Bancorp Ltd.

          Warrant
to Purchase Common Stock

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

    


    (To
assign the foregoing Warrant, execute this form and supply required information.
Do not use this form to purchase shares.)

    


    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to:

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      	
              ___________________________________________________

            
	 
      	 
      	 
      	 
      	
              (Please
      Print)

            
	 
      	 
      	 
      
	
              Address:

            	 
      	 
      	 
      	
              ___________________________________________________

            
	 
      	 
      	 
      	 
      	
              (Please
      Print)

            


    

    


    Dated:    _______________,
20[_____]

    


    Holder’s
Signature:__________________________            Holder’s
Signature:__________________________


     

    Holder’s
Address:___________________________            Holder’s
Address:___________________________

     

    _________________________________________                                   
_________________________________________

     

     

    NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant,
without alteration or enlargement or any change whatever. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.