tein all . of the issued and outstanding sharei of Jeepers, free had clear of all hens,- clahni and 'encumbrances (the "Jeeps' Intoi""),•slich that EpsteMsball become theaole-shireholdee ofjeeptAIN . WHEREACEpstein is alsc; the sole shareholder Of,Cotporationi: WHEREAS, the Corporation is the sole rnomber o