OTIRO Endorsement No. 215.2-06 Nonimputation - Partial Equity Transfer Endorsement

[Incoming partner, member, or shareholder, as the named Insured in its own policy, where the vestee of the insured estate or interest identified in Schedule A is a partnership, limited liability company, or corporation]

ENDORSEMENT
ATTACHED TO POLICY NO. [FILL IN]
ISSUED BY
STEWART TITLE INSURANCE COMPANY

[Date           : [FILL IN] ]
[Premium    : [FILL IN] ]

The Company agrees that it will not assert the provisions of Exclusions from Coverage 3(a), (b), or (e) to deny liability for loss or damage otherwise insured against under the terms of the policy solely by reason of the action or inaction or Knowledge, as of Date of Policy, of

[identify, as applicable, the existing and/or exiting partner(s) of the vestee partnership entity, member(s) or manager(s) of the vestee limited liability company entity, or officer(s) and/or director(s) of the vestee corporate entity]

whether or not imputed to the entity identified in paragraph 3 of Schedule A or to the Insured by operation of law, but only to the extent that the Insured acquired the Insured’s interest in the entity as a purchaser for value without Knowledge of the asserted defect, lien, encumbrance, adverse claim, or other matter insured against by the policy.

[Witness clause optional]

[Order Reference: [FILL IN] ]

[STEWART TITLE INSURANCE COMPANY]

[BY: _______________________________]

            [Authorized Signatory]