• of .DinCtors oilTtrietemitied that it• is M the best interests's:1E the. : Corporation iod rhisriholaccieffroy a F444 ClEpstelth, to ttansfet And Aiseaute to Epstein all . of the issued and outstanding sharei of Jeepers, free had clear of all hens,- clahni and 'encumbrances (the "Jeeps' Intoi""),•slic