in all . of the issued and outstanding sharei of Jeepers, free and clear of all hens,- clahni and 'encumbrances (the "keeper's Intgett"),stich that EpsteMshall become theole-shirrholdee ofjeeptAIN . WHEREACEpstein is alsc; the sole shareholder OcCotporationi: WHEREAS, the Corporation is the sole member of S

in all . of the issued and outstanding sharei of Jeepers, free and clear of all hens,- clahni and 'encumbrances (the "keeper's Intgett"),stich that EpsteMshall become theole-shirrholdee ofjeeptAIN . WHEREACEpstein is alsc; the sole shareholder OcCotporationi: WHEREAS, the Corporation is the sole member of S