EFTA00310880.pdf

ASSIGNMENT AGREEMENT KNOW ALL PERSONS BY THESE PRESENTS THAT: Effective as of December Ik 2011 (the "Effective Date"), for good and valuable consideration provided by CYPRESS, INC., a United States Virgin Islands corporation having an address at 9100 Havensight, Port of Sale, Suite 15/16, St. Thomas, USVI 00802 (the "Assignee"), the receipt and sufficiency of which are hereby acknowledged by JEFFREY E. EPSTEIN having an address at 6100 Red Hook Quarter, Suite B-3, St. Thomas, USVI 00802 (the "Assignor"), the Assignor does hereby assign, transfer, set over and convey to the Assignee, its successors and assigns, all of the Assignor's right, title and interest in and to the following described property (the "Assigned Property"): All right, title and interest in and to the property described on Schedule A attached hereto and hereby incorporated by reference herein. To have and hold the Assigned Property unto the Assignee, its successors and assigns, now and forever, to the Assignee and the Assignee's own use. The Assignor warrants and represents that it is assigning, transferring setting over and conveying to the Assignee good and marketable title to the Assigned Property, free and clear of all liens, claims and encumbrances. The Assignee acknowledges and agrees that: (1) the Assignor is assigning, transferring, setting over and conveying the Assigned Property in "as-is, where-is" condition and with all faults; and (2) except for the foregoing warranty and representation relating to title to the Assigned Property, the Assignor makes absolutely no express or 1 EFTA00310880 implied warranties or representations of any kind whatsoever in respect of the Assigned Property, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. The Assignor hereby disclaims any and all such express and implied warranties. Effective as of the Effective Date, the Assignee accepts the assignment, transfer, set-over and conveyance of the Assigned Property, "as-is, where-is," and with all faults. This Assignment Agreement shall be governed by, and construed in accordance with, the laws of the United States Virgin Islands, applicable to contracts executed and to be fully performed therein. This Assignment Agreement may be signed in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, each of the Assignor and the Assignee have executed this Assignment Agreement as of this,j day of December 2011. TylEASSIG OR: Name: Jeffrey E. Epstein THE ASSIGNEE'-. By:N Name: Jeffrey E. Epstein Title: President 2 EFTA00310881 STATE OF NEW YORK ) COUNTY OF NEW YORK ) Before the undersigned notary personally came Jeffrey E. Epstein, known by the undersigned or properly identified to the undersigned to be the party who executed the foregoing instrument, and such person did acknowledge to the undersigned that such person did execute the foregoing instrument in his individual capacity, as the Assignor therein, and that by such person's signature on the foregoing instrument, such person did execute the same. Dated: December 2011 Notary Public STATE OF NEW YORK ) COUNTY OF NEW YORK ) HARRY I. BELLER Notary Public, State of New York No. 015E4853924 Qualified in Rockland County iy Commission Expires Feb. 17, 20 Before the undersigned notary personally came Jeffrey E. Epstein, known by the undersigned or properly identified to the undersigned to be the party who executed the foregoing instrument, and such person did acknowledge to the undersigned that such person did execute the foregoing instrument for and as the President of Cypress, Inc., the Assignee therein, and that by such person's signature on the foregoing instrument, Cypress, Inc. did execute the same. Dated: December& 2011 Notary Public HARRY I. BELLER Notary Public, Stele of New York No. 018E4 853924 Qualified in Rocklend County Ly Commission Expires Feb. 17. 20 3 EFTA00310882 ASSIGNMENT AND ASSUMPTION AGREEMENT KNOW ALL PERSONS BY THESE PRESENTS THAT: Effective as of December i2, 2011 (the "Effective Date"), for good and valuable consideration provided by CYPRESS, INC., a United States Virgin Islands corporation having an address at 9100 Havensight, Port of Sale, Suite 15/16, St. Thomas, USVI 00802 (the "Assignee"), the receipt and sufficiency of which are hereby acknowledged by ZORRO TRUST, an Ohio Trust created pursuant to a Trust Agreement dated March 1, 1993 (the "Assignor"), the Assignor does hereby assign, transfer, set over and convey to the Assignee, its successors and assigns, all of the Assignor's right, title and interest in and to the following described property (the "Assigned Property"): All right, title and interest in and to the property described on Schedule A attached hereto and hereby incorporated by reference herein. To have and hold the Assigned Property unto the Assignee, its successors and assigns, now and forever, to the Assignee and the Assignee's own use. The Assignor warrants and represents that it is assigning, transferring setting over and conveying to the Assignee good and marketable title to the Assigned Property, free and clear of all liens, claims and encumbrances. The Assignee acknowledges and agrees that: (1) the Assignor is assigning, transferring, setting over and conveying the Assigned Property in "as-is, where-is" condition and 1 EFTA00310883 with all faults; and (2) except for the foregoing warranty and representation relating to title to the Assigned Property, the Assignor makes absolutely no express or implied warranties or representations of any kind whatsoever in respect of the Assigned Property, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. The Assignor hereby disclaims any and all such express and implied warranties. Effective as of the Effective Date, the Assignee accepts the assignment, transfer, set-over and conveyance of the Assigned Property, "as-is, where-is," and with all faults, and hereby acknowledges and agrees that, as of the Effective date, the Assignee assumes full responsibility and liability for, and holds the Assignor harmless from, any and all claims, demands, actions, causes of action, liabilities, damages, costs, fees, and expenses in any way connected with, or relating to, the ownership, use, operation, storage or any other matter whatsoever in any way connected with, or relating to, the Assigned Property. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the laws of the United States Virgin Islands, applicable to contracts executed and to be fully performed therein. This Assignment and Assumption Agreement may be signed in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 2 EFTA00310884 IN WITNESS WHEREOF, each of the Assignor and the Assignee have caused this Assignment and Assumption Agreement to be executed as of this 1.6 day of December 2011 by its duly authorized representative. THE ASSIGNOR: By: Name: Jeffrey E. Epstein Title: Trustee Name: Jeffrey E. Epstein Title: President 3 EFTA00310885 STATE OF NEW YORK ) COUNTY OF NEW YORK ) Before the undersigned notary personally came Jeffrey E. Epstein, known by the undersigned or properly identified to the undersigned to be the party who executed the foregoing instrument, and such person did acknowledge to the undersigned that such person did execute the foregoing instrument for and as the Trustee of the Zorro Trust, the Assignor therein, and that by such person's signature on the foregoing instrument, Zorro Trust did execute the same. Dated: December C/ 2011 STATE OF NEW YORK ) COUNTY OF NEW YORK ) HARRY I. BELLER Notary Public. State of New York No. 011111954324 Qualified in Rocklend County W Commission Expires Feb. 17, 2041. Before the undersigned notary personally came Jeffrey E. Epstein, known by the undersigned or properly identified to the undersigned to be the party who executed the foregoing instrument, and such person did acknowledge to the undersigned that such person did execute the foregoing instrument for and as the President of Cypress, Inc., the Assignee therein, and that by such person's signature on the foregoing instrument, Cypress, Inc. did execute the same. Dated: December 112, 2011 17 No ar /y Public HP , fl'e I. r?Et:.ER Notary P,,t‘ !Jew York irlt). 17. 20 4 EFTA00310886