Title: Illinois Sample Restricted Stock Purchase Agreement between Intermark, Inc. and Purchasers Introduction: The Illinois Sample Restricted Stock Purchase Agreement (Agreement) between Intermark, Inc. (the Company) and Purchasers outlines the terms and conditions related to the purchase of restricted stock by the potential investors. This Agreement aims to provide a detailed and legally binding framework that protects the interests of both parties involved. Strict compliance with Illinois state laws regarding stock purchase agreements is a key consideration. Key Terms and Provisions of the Agreement: 1. Parties Involved: The Agreement clearly identifies the participating parties: Intermark, Inc. (the "Company") and the referred "Purchasers," who are potential investors interested in acquiring restricted stock in the Company. 2. Purchase of Restricted Stock: The Agreement lays out the terms under which the Purchasers may acquire restricted stock in Intermark, Inc. This includes the number of shares, purchase price, and payment terms. 3. Vesting Schedule: The Agreement specifies the vesting schedule, outlining the period over which the shares of restricted stock become fully owned by the Purchasers. It also sets forth any acceleration provisions or conditions that may apply. 4. Restrictive Legends: To protect the interests of the Company, the Agreement includes restrictive legends that must be placed on the stock certificates, cautioning against the transfer of shares without compliance with applicable securities laws. 5. Purchase Price Adjustment: The Agreement may define mechanisms related to any future adjustments to the purchase price, considering factors like stock splits, dividends, or other corporate actions. 6. Rights and Obligations of Purchasers and Company: This section highlights the rights and obligations bestowed upon both the Purchasers and Intermark, Inc. It includes provisions related to the transferability of shares, corporate governance matters, information rights, and rights in the event of a sale or merger. 7. Governing Law and Dispute Resolution: The Agreement specifies that it is subject to the laws of Illinois, establishing the jurisdiction for conflict resolution, arbitration, or litigation in the event of disputes between the parties. Types of Illinois Sample Restricted Stock Purchase Agreements: 1. Individual Restricted Stock Purchase Agreement: This type of agreement refers to a single Purchaser acquiring a specific number of restricted stock shares from Intermark, Inc. 2. Institutional Restricted Stock Purchase Agreement: This type of agreement caters to institutions, venture capitalists, or investment firms purchasing restricted stock in Intermark, Inc. for portfolio or investment purposes. 3. Series-Based Restricted Stock Purchase Agreement: In situations where companies issue different series of stock, such as preferred stock or common stock, the Agreement may be modified to reflect the specific terms and conditions relevant to those series. Conclusion: The Illinois Sample Restricted Stock Purchase Agreement between Intermark, Inc. and Purchasers serves as a comprehensive legal document outlining the terms, conditions, and obligations for the purchase of restricted stock in the Company. Compliant with Illinois state laws, this Agreement protects the rights and interests of both parties involved, ensuring a transparent and mutually beneficial investment transaction.