2.1 Subject to the completion of payment pursuant to Clause 3 and 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 and/or the designated person of 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.