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 including the Pledge
from the Bank, 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.