Contract for sale of majority stock, with escrow provision. This agreement, made and entered into by and between _________, _________ and _________, individually and as trustees, referred to as sellers, and _________, referred to as buyer, all of _________ County, _________, provides that: 1. Sellers have, for the consideration recited, agreed to sell and deliver, and buyer has agreed to purchase, at the price and upon the terms mentioned, _________ shares of the capital common stock of _________ Company, a _________ corporation having its principal place of business at _________. 2. The _________ Company has a total capital common stock of _________ shares. The sale and purchase of the _________ shares insures to the buyer the control of the company. 3. Seller shall, concurrently with the execution and delivery of this agreement, deposit with the _________ Bank of _________, subject to these terms, certificates for _________ shares of the common capital stock of _________ Company, properly indorsed in blank, so that the delivery to the buyer shall vest with the title and ownership. Sellers shall also procure and deliver to _________ Bank resignations of each and every of the present officers and of all the directors of _________ Company, to be effective upon the consummation of this transaction. 4. Buyer agrees to pay for each share of common capital stock $_____, making a total of $_____, of which he [she, it] deposits concurrently with the execution of these presents $_____ in cash, the balance to be paid in cash to the _________ Bank for account of sellers on or before _________[date]. 5. If, for any reason, any of the shares deposited in escrow with the bank cannot at the time of consummation be delivered, sellers shall have the right to substitute other shares of stock of like number for those which cannot be delivered. If the stock cannot be replaced, it shall be optional with buyer to accept the remaining shares at $_____ per share or decline to take any. 6. On payment to the bank of the balance of the purchase price on or before _________[date], the bank shall deliver to buyer all certificates for _________ shares of stock, together with the resignation of officers and directors, and pay the proceeds to sellers. 7. If buyer shall fail to pay to the bank the balance of the consideration on or before _________[date], then the bank shall pay the $_____ to sellers and return to them all certificates of stock, together with the resignations of officers and directors of the company, which money so paid shall be retained by sellers by way of liquidated damages for breach of contract on the part of buyer to consummate the purchase. 8. If buyer fulfills the obligation by paying the bank the balance of purchase price on or before _________[date], he [she, it] shall be entitled to a delivery of the certificates for _________ shares of stock properly indorsed in blank, together with the resignations of officers and directors, and be entitled to enforce them by specific performance.