2.1 Subject to the satisfaction of the Conditions Precedent set out in Clause 5 below and the terms and conditions stated in this Agreement, the Sellers agree to sell and transfer Shares to the Purchaser, free and clear from any Encumbrance excluding the Pledge from the Bank of which shall be released against the payment by the the Purchaser as set out in Clause 3,, and the Purchaser agrees to purchase and accept title to the Shares including all rights and interest in the Shares attached thereto under the applicable laws from the Sellers.