N.Y. U.C.C. 8-304

Section 8--304. Indorsement.\n (a) An indorsement may be in blank or special. An indorsement in\nblank includes an indorsement to bearer. A special indorsement specifies\nto whom a security is to be transferred or who has power to transfer it.\nA holder may convert a blank indorsement to a special indorsement.\n (b) An indorsement purporting to be only of part of a security\ncertificate representing units intended by the issuer to be separately\ntransferable is effective to the extent of the indorsement.\n (c) An indorsement, whether special or in blank, does not constitute a\ntransfer until delivery of the certificate on which it appears or, if\nthe indorsement is on a separate document, until delivery of both the\ndocument and the certificate.\n (d) If a security certificate in registered form has been delivered to\na purchaser without a necessary indorsement, the purchaser may become a\nprotected purchaser only when the indorsement is supplied. However,\nagainst a transferor, a transfer is complete upon delivery and the\npurchaser has a specifically enforceable right to have any necessary\nindorsement supplied.\n (e) An indorsement of a security certificate in bearer form may give\nnotice of an adverse claim to the certificate, but it does not otherwise\naffect a right to registration that the holder possesses.\n (f) Unless otherwise agreed, a person making an indorsement assumes\nonly the obligations provided in Section 8--108 and not an obligation\nthat the security will be honored by the issuer.\n