A.

WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions stated in this Agreement, up to 150,000,000 shares (the “ Shares ” or the “ Securities ”) of the Company’s Common Stock, par value $0.001 per Share (the “ Common Stock ”); and

B.

Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, the Company is selling, and the Investor is purchasing from the Company the Shares at the Closing and at the Subsequent Closings (as herein defined) for a purchase price of up to U.S. Dollars 1,500,000 (one and a half million U.S. Dollars) (the “ Purchase Price ”).

1.

DEFINITIONS

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

(a)

“ 1933 Act ” means the Securities Act of 1933, as amended.

(b)

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

(c)

“ Affiliate ” shall mean, with respect to any specified Person:

(i)

if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors, or legal representatives, if applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or

(ii)

otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “ control ” shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

(d)

“ Board ”, as defined in Section 6.3.

(e)

“ Business Day ” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.

(f)

“ Closing ” and “ Closing Date ” as defined in Section 2.2.

(g)

“ Common Stock ” as defined in the recitals above.

(h)

“ Company Financial Statements ” as defined in Section 7.5 hereto.

(i)

“ Company’s knowledge ” means the actual knowledge of any of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry.

(j)

“ ERISA ” as defined in Section 7.18 hereto.

(k)

“ Environmental Laws ” as defined in Section 7.12 hereto.

(l)

“ Escrow Account ”, as defined in Section 2.3 hereto.

(m)

“ Escrow Agent ” shall have the meaning ascribed to it in the Escrow Agreement, as such term is defined in sub-section (bb) below.

(n)

“ Intellectual Property ” means the Company’s patents, patent applications, provisional patents, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, information, formulae, mask works, customer lists, internet domain names, know-how and other intellectual property of any kind whatsoever, either being potentially registered or not, including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, procedures or registrations or applications relating to any of the foregoing.

(o)

“ Liens ” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

(p)

“ Material Adverse Effect ” means a material adverse effect on:

(i)

the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company taken as a whole; or

(ii)

the ability of the Company to perform its obligations under the Transaction Documents.

(q)

“ OTCBB ” shall mean the Over-the-Counter Bulletin Board system.

(r)

“ Person ” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

(s)

“ Purchase Price ” as defined in the recitals above.

(t)

“ Regulation D ” as defined in Section 4.11 hereto.

(u)

“ Rule 144 ” as defined in Section 6.1 hereto.

(v)

“ SEC ” means the United States Securities and Exchange Commission.

(w)

“ SEC Documents ” as defined in Section 7.5 hereto.

(x)

“ Securities ” as defined in the recitals above.

(y)

“ Shares ” as defined in the recitals above.

(z)

“Subsidiaries” shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any controlling equity or other controlling ownership interest or otherwise controls through contract or otherwise.

(aa)

“Subsequent Closing” as defined in section 2.1 hereto.

(bb)

“ Transaction Documents ” shall mean this Agreement, all its appendices, exhibits and schedules, and a certain Escrow Deposit Agreement by and between the Company, the Investor and the Escrow Agent (the “ Escrow Agreement ”), and Investor Questionnaire (the “ Questionnaire ”) enclosed hereto.

(cc)

“ Transfer ” shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

2.

SALE AND PURCHASE OF SHARES.

2.1

Purchase of Shares by the Investor . Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) and on the 15th day of each calendar month subsequent to the Closing Date, for a period of sixteen (16) months (each such day, a “ Subsequent Closing ”), the Investor shall purchase, and the Company shall sell to the Investor, a total aggregate amount of up to 150,000,000 but not less than 100,000,000 Shares in exchange for the Purchase Price. Notwithstanding, the Investor may, at his sole and absolute discretion and with no need to show any cause, elect not to purchase all or part of the portion of the Purchase Shares scheduled to be transferred on the final (16 ^th ) Subsequent Closing (50,000,000 Shares). The Purchase Price amount to be paid to the Company by the Investor at the Closing, and thereafter at each Subsequent Closing, except the 15 ^th and 16 ^th Subsequent Closings will be equal to $60,000. The Purchase Price amount to be paid to the Company by the Investor at the 15 ^th Subsequent Closing will be equal to $100,000. The Purchase Price amount to be paid to the Company by the Investor at the final Subsequent Closing will be $500,000, or a portion thereof, based on the effective purchase price specified below and the number of Shares the Investor will wish to purchase on such Closing. Notwithstanding the above, the number of Shares to be issued by the Company to the Investor at the Closing shall be 5,400,000. The additional 600,000 Shares shall be held in escrow by the Escrow Agent, and shall be released to the Investor at the 15 ^th Subsequent Closing, subject to the completion of an investment amount of $1,000,000 by the Investor at such Closing. At Closing, the Company shall issue and deposit with the Escrow Agent 144,600,000 Shares, which shall be released by the Escrow Agent to the Investor as follows: (1) at each Subsequent Closing, except the 15 ^th and 16 ^th Subsequent Closings – 5,400,000 Shares; (2) at the 15 ^th Subsequent Closing (and subject to the completion of an investment amount of $1,000,000 by the Investor at such Closing) – 15,000,000 Shares; and (3) at the 16 ^th Subsequent Closing – up to 50,000,000 Shares. The effective purchase price per one Common Stock in this Agreement is one cent ($0.01).

2.2

Closings . Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (the “ Closing ”) and at each Subsequent Closing, such number of Shares set forth in section 2.1. The date of the Closing is hereinafter referred to as the “ Closing Date ”. The Closing shall occur, subject to the fulfilment of the conditions to Closing set forth in this Agreement, at such date agreed upon by the parties in writing, which shall be within 30 days from the date hereof. The Closing shall take place at the offices of PEARL COHEN ZEDEK LATZER, counsel to the Company, at 5 Shenkar Street, Herzlia 46733, Israel, or remotely via the exchange of documents and signatures.

2.3

Payment Method. Until September 14, 2009, the Investor shall deposit an amount of $60,000 with the Escrow Agent or transfer such amount directly to the Escrow Account (as defined herein). The Escrow Agent shall release this amount to the Company at the Closing, against issuance of such number of Shares as specified in Section 2.1 above to the Investor. All payments due until the later of the Closing Date, the KDV Demo (as such term defined below) or the appointment of the Investor’s representative to the Board pursuant to section 6.3 below, shall be made to the Escrow Agent’s account (the “ Escrow Account ”):

First International Bank of Israel, Branch 051 (Herzliya Pituach)
Account Number: 409 – 278211
IBAN: IL570310510000000278211
SWIFT CODE: FIRBILIT
In the name of ______________

All other payments shall be made to the Company’s account:

National Bank of Israel, Branch 857
Branch Code: 10
Account no.: 108400/46
SWIFT CODE : LUMILITTLV
In the name of Global Fuel Ltd.

If the Board (as defined herein) does not approve this Agreement within 7 days from the date hereof, the Investor shall have the right to cancel the Agreement and receive the amounts deposited with the Escrow Agent by him.

3.

ACKNOWLEDGEMENTS OF THE INVESTOR

3.1

Resale Restrictions. None of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, none of the Securities may be offered or sold by the Investor except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state securities laws.

3.2

Legends on Shares . The Investor understands that, until such time as the Shares may be sold without restriction as contemplated in Section 4.10, below, certificates evidencing the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates evidencing such Shares):

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

If required by the authorities of any state in connection with the issuance or sale of the Shares, the certificates will also bear any legend required by such state authority.

3.3

Independent Advice. The Investor has been advised to consult the Investor’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and he is solely responsible (and the Company is not in any way responsible) for compliance with:

(a)

any laws of the jurisdiction in which the Investor is resident, applicable to the Investor, in connection with the distribution of the Securities hereunder, and

(b)

applicable resale restrictions;

3.4

No Insurance. There is no government or other insurance covering any of the Securities.

4.

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF THE INVESTOR

The Investor represents and warrants to the Company that as of the date of execution of this Agreement and until the completion of the transactions contemplated by this agreement:

4.1

Capacity. The Investor has the legal capacity and competence to enter into and execute this Agreement (whether by himself or on behalf of the legal entity fully owned by him) and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on its behalf;

4.2

No Violation of Corporate Governance Documents. If the Investor is a corporation or other entity, the entering into and completion of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the articles of incorporation, bylaws or other constating documents of, the Investor (and the legal entity fully owned by him) or of any agreement, written or oral, to which the Investor (and the legal entity fully owned by him) may be a party or by which the Investor (and the legal entity fully owned by him) is or may be bound.

4.3

Binding Agreement. The Investor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Investor (and the legal entity fully owned by him) enforceable against the Investor (and the legal entity fully owned by him) (subject to Section 8.12 below).

4.4

No SEC Review or Approval. Neither the SEC nor any other securities commission, securities regulator or similar regulatory authority has reviewed or passed on the merits of the Securities or on any of the documents reviewed or executed by the Investor in connection with the sale of the Securities;

4.5

Authorization . The execution, delivery and performance by the Investor (and the legal entity fully owned by him) of the Transaction Documents to which the Investor (and the legal entity fully owned by him) is a party have been duly authorized and will constitute the valid and legally binding obligation of the Investor (and the legal entity fully owned by him) (subject to Section 8.12 below), enforceable against the Investor (and the legal entity fully owned by him) in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

4.6

Purchase Entirely for Own Account . The Securities are being acquired for the Investor’s (and the legal entity fully owned by him) own account, not as nominee or agent, for investment purposes and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and the Investor (and the legal entity fully owned by him) has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act, without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Securities for any period of time.

4.7

Not a Broker-Dealer. The Investor (and the legal entity fully owned by him) is not a broker-dealer registered with the SEC under the 1934 Act or engaged in a business that would require it to be so registered, nor is it an Affiliate of a such a broker-dealer or any Person engaged in a business that would require it to be registered as a broker-dealer.

4.8

Not an Underwriter. The Investor (and the legal entity fully owned by him) is not an underwriter of the Company’s Common Stock nor is it an Affiliate of an underwriter of the Company’s Common Stock.

4.9

Investment Experience . The Investor (and the legal entity fully owned by him) acknowledges that the purchase of the Securities is a speculative investment and that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

4.10

Restricted Securities . The Investor (and the legal entity fully owned by him) understands that the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities, as applicable, may not be transferred unless:

(a)

they are sold pursuant to an effective registration statement under the 1933 Act; or

(b)

they are being sold pursuant to a valid exemption from the registration requirements of the 1933 Act and, if required by the Company, the Investor (and the legal entity fully owned by him) shall have delivered to the Company, at the Investor’s sole cost and expense, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares, as applicable, to be sold or transferred may be sold or transferred pursuant to an exemption from the registration requirements of the 1933 Act, which opinion shall be reasonably acceptable to the Company; or

(c)

they are sold or transferred to an “affiliate” (as defined in Rule 144) of the Investor (and the legal entity fully owned by him) who agrees to sell or otherwise transfer the Securities only in accordance with this Section 4.10 and who is an accredited investor, or

(d)

they are sold pursuant to Rule 144.

Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

4.11

Accredited Investor. The Investor (and the legal entity fully owned by him) is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act (“ Regulation D ”).

4.12

No General Solicitation . The Investor (and the legal entity fully owned by him) did not learn of the investment in the Securities as a result of any public advertising or general solicitation, and is not aware of any public advertisement or general solicitation in respect of the Company or its securities.

4.13

Brokers and Finders . The Investor (and the legal entity fully owned by him) will not have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any other investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Investor.

4.14

Prohibited Transactions . During the last thirty (30) days prior to the date hereof, neither the Investor (and the legal entity fully owned by him) nor any Affiliate of the Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Investor’s (or the legal entity fully owned by him) investments or trading or information concerning the Investor’s investments, including in respect of the Securities, or (z) is subject to the Investor’s (or the legal entity fully owned by him) review or input concerning such Affiliate’s investments or trading (collectively, “ Trading Affiliates ”) has, directly or indirectly, effected or agreed to effect:

(a)

any purchase or long sale of the Company’s securities; or

(b)

any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each of such transactions specified in this clause (b), a “ Prohibited Transaction ”).

4.15

Governmental Review . The Investor (and the legal entity fully owned by him) understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

4.16

Residency . The Investor is a resident of the State of Israel at the full address as detailed in the enclosed Questionnaire. If the Investor shall execute the investment through a fully owned legal entity, such entity is incorporated under the laws of the State of Israel.

4.17

Reliance on Exemptions . The Investor (and the legal entity fully owned by him) understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Investor’s (and the legal entity fully owned by him) compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor (and the legal entity fully owned by him) set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities. All of the information which the Investor (and the legal entity fully owned by him) has provided to the Company is correct and complete as of the date this Agreement is signed, and if there should be any change in such information prior to the Closing, the Investor (and the legal entity fully owned by him) will immediately provide the Company with such information.

4.18

Sufficient Funds . The Investor (and the legal entity fully owned by him) warrants and represents that he has the sufficient funds in liquid assets and cash to pay the total aggregated Purchase Price of one and a half million US Dollars ($1,500,000).

4.19

Loss of Shares . The Investor (and the legal entity fully owned by him) acknowledges that in the event the Investor (or the legal entity fully owned by him) breaches his undertaking to transfer the Purchase Price at any of the Subsequent Closings, and he has not cured it within fifteen days from receipt of a written demand to cure the breach, the Investor (and the legal entity fully owned by him) shall have no rights in and/or entitlements to the Shares not yet sold and transferred to the Investor (or the legal entity fully owned by him), and all Shares deposited in the Escrow Account shall be released to the Company. Such loss of Shares shall be the sole remedy available to the Company for such breach of the Investor’s undertaking to transfer the Purchase Price at the Subsequent Closing by the Investor, and the Company shall have no further claim or demand against the Investor in this respect.

5.

COVENANTS OF THE INVESTOR

No Prohibited Transactions. The Investor (and the legal entity fully owned by him) hereby covenants that it (and the legal entity fully owned by him) shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction until the first anniversary of this agreement.

6.

COVENANTS OF THE COMPANY

6.1

Furnishing of Information . Until the date that the Investor owning Shares may sell all of them promulgated under Rule 144 of the Securities Act (or any successor provision) (the “ Rule 144 ”) without restriction, the Company covenants to use its commercially reasonable efforts to (a) timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act and (b) make and keep adequate “current public information” (as such term is described in Rule 144) available.

6.2

Filing of Tax Reports . The Company shall, and shall cause each of its Subsidiaries to (a) prepare and file all delinquent tax returns required to be filed by each of them in all required jurisdictions and (b) timely file (or obtain extensions in respect thereof and file within the applicable grace period) all tax reports required to be filed by the Company and its Subsidiaries after the date hereof pursuant to applicable tax laws.

6.3

Appointment of a Board Member. The Company shall endeavour that the Investor (or a representative of the Investor) is appointed as a member of the Board of Directors of the Company (the “ Board ”), pursuant and subject to the Company’s governing documents and applicable law. Such appointment shall take place as soon as reasonably practical after the Closing (for the sake of clarification, the Investor shall have the right to exercise his voting rights attached to the Shares actually owned by the Investor, with regard to the appointment of Board members). For the avoidance of doubt, the Company shall not be construed in breach of this Agreement if it endeavours to appoint the Investor’s representative to the Board and yet the Investor (or a representative of the Investor) is not elected to serve on the Board. If the Investor representative will not be appointed to the Board within 60 days from the date hereof, the Investor will have the right to cancel the Agreement and receive the amounts deposited with the Escrow Agent by him, and the Investor shall not be entitled to any other further rights and/or remedies due to the cancellation of the Agreement pursuant to this Section. It is clarified that the Company shall not transfer to the Investor (and the Escrow Agent shall not release to the Investor) any Shares, for which the respected Purchase Price was not paid to the Company pursuant to the terms of this Section.

6.4

Undertaking to Keep Shabat . The Company undertakes that if it commences operations in the State of Israel, it will endeavour to abide the Jewish Shabbat rules.

6.5

Registration Rights . Six month pursuant to the Closing, at any time at the Investor’s demand, the Company shall grant to the Investor registration rights in respect of the Shares.

6.6

Use of Proceeds . The proceeds from this Agreement (the “ Proceeds ”) shall be used for general working capital. The use of the Proceeds in order to repay any outstanding debt, as of the date of Closing, will be approved by the Board, which majority approval shall include the Board member appointed by the Investor pursuant to Section 6.3 above.

6.7

KDV Demo . The Company shall demo a working unit of the KDV in Germany or Spain to the Investor within sixty (60) days period after the date hereof (the “ KDV Demo ”). Any delay in the KDV Demo will entitle the Investor to either suspend or cancel the transfer of the remainder of the Purchase Price and the Subsequent Closings which were not executed by that time. If the Investor elects to cancel the agreement, he will receive all the amounts deposited with the Escrow Agent by him, and the Investor shall not be entitled to any other further rights and/or remedies due to the cancellation of the Agreement pursuant to this Section. It is clarified that the Company shall not transfer to the Investor (and the Escrow Agent shall not release to the Investor) any Shares, for which the respected Purchase Price was not paid to the Company pursuant to the terms of this Section 6.7. The aforementioned cancellation or suspension shall be the sole remedy available to the Investor (and the fully owned entity) for failure by the Company to perform the Demo, and the Investor (and the fully owned entity) shall have no further claim or demand against the Company in this respect. For the purpose hereof, a KDV Demo is the actual production of diesel from waste at a rate of at least 500 litres per hour, in accordance with the presentation attached hereto as Schedule 6.7.

6.8

Right of First Offer . For a period that shall expire on the earlier of (a) one (1) year after the execution of this Agreement, or (b) the expiration of the Right of First Offer Period, the Investor shall have the right of first offer to participate in any subsequent equity financing by the Company (the “ Right of First Offer ”). The Company shall give the Investor a thirty (30) day advanced notice of its intent to seek or conclude additional equity financing, in which it shall specify the material terms of any such potential equity financing with a third party (the “ Notice ”). The Company shall not be obligated to disclose the identity of such potential third party investor to the Investor. The Investor shall have 14 (fourteen) days to advise the Company of his agreement to provide the Company with the additional financing pursuant to the same terms (or other terms suggested by the Investor, which are better than the terms included in the Notice, based on the Company’s sole and undisputed judgement) provided in the Notice (the “ Right of First Offer Period ”). If, at the expiration of the Right of First Offer Period, the Investor has declined or otherwise failed to respond to the Notice, the Company shall be free to seek and conclude the additional equity financing with the third party as it deems fit, the Right of First Offer granted hereby shall expire and the Investor shall have no further claims and/or participation entitlements in respect of the aforementioned additional equity financing. Should the Investor breach his commitment to pay for the Shares pursuant to the terms of this Agreement, the Right of First Offer shall be null and void.

6.9

Rights Offering . Provided that such right is not prohibited by applicable law, the Investor shall have the right to participate in any equity financing pursued by the Company for a two (2) year period after the Closing in the same terms as the