Participation Unit Transfer Agreement (pdf)
DownloadUniform Marketing Agreement (pdf)
DownloadArticles of Incorporation (pdf)
DownloadBylaws (pdf)
DownloadBylaw Amendment (December2016) (pdf)
DownloadBylaw Amendment (December2017) (pdf)
DownloadMembership Application (pdf)
DownloadListing Board Application (Rev. 2020) (pdf)
DownloadThis unit listing board (“Listing Board”) allows you to post your interest in buying or selling participation units (the “Units”) of AgraMarke Quality Grains, Inc. (the “Company”).
Information posted on the Listing Board will help you identify persons who have an interest in selling Units of the Company that you may want to buy, or in buying Units you may be willing to sell.
Parties interested in buying or selling Units directly should thoroughly read the Listing Board rules and important information below:
(a) The AgraMarke Quality Grains, Inc. Listing Board.
(1) If you do not have a buyer or seller of Units that you wish to sell or purchase, you may post your desire in buying or selling Units on the Company’s Listing Board. You are not obligated to use the Listing Board to buy or sell Units.
(2) Persons who post on the Listing Board are not bound to (i) buy or sell the Units listed, (ii) buy or sell the number of Units listed or (iii) purchase the Units at the listed price. The Listing Board is for listing only and is not a list of binding offers to buy or sell Units. Listings that do not result in a consummation of a transaction are subject to relisting restrictions as set forth in (b)(6) below.
(3) The Company will be acting as transfer agent and can be contacted at: AgraMarke Quality Grains, Inc., 2811 South 11th Street, St. Joseph, Missouri 64503; office (816) 901-3141; email chagan@lifeline-foods.com.
(4) If you are interested in posting an interest to buy or sell Units, please contact the Company at the above address. You will be required to submit a Listing Board Application to the Company. The Listing Board Application may also be downloaded (See Downloads below).
(5) If you are interested in responding to a posting on the Listing Board, please utilize the contact information provided therein to contact the person who posted the Units.
(6) All postings will have a date reflecting when they were posted.
(7) All postings are subject to the rules adopted by the Company governing the use of the Listing Board, which rules are subject to change or revocation by the Company without notice.
(b) The Listing Board Rules. The following rules shall apply to and govern the use of the Listing Board and any transaction consummated using the Company’s Listing Board.
(1) All applicable state and federal securities laws (including the anti-fraud and anti-manipulation provisions) apply to any posting or transaction consummated using the Listing Board.
(2) Any person that is a broker-dealer, an associated person of a broker-dealer, or who has a state securities license is responsible for identifying that fact.
(3) “Two-sided postings” in which a person indicates an interest to buy at one price and an interest to sell at another price are prohibited.
(4) Multiple postings by the same person at the same time are prohibited. Persons may only have a single posting at any one time.
(5) The registration requirements of the federal, state and foreign securities laws apply to all offers to sell or purchases and sales consummated through the Listing Board, in the absence of an available exemption from registration. Persons utilizing the Listing Board must make their own determination of whether an exemption from such registration requirements are available.
(6) All postings over ninety (90) days old will be removed without notice. Persons may request an earlier removal of their posting, provided no postings may be removed earlier than thirty (30) days following the date posted. No person may re-enter a posting onto the Listing Board for at least sixty (60) days after the removal of the person’s earlier posting (unless such removal is due to the consummation of a transaction relating to such earlier posting).
(7) All transactions consummated using the Listing Board must be executed by the parties thereto independently of the Company or any of its affiliates.
(8) All transactions consummated using the Listing Board must otherwise comply with the Company’s Articles of Incorporation and Bylaws. Upon consummation of the transaction using the Listing Board, the applicable posting will be removed from the Listing Board.
(9) The Company may report the purchase price per Unit and number of Units purchased on all purchase and sale transactions approved by the Board of Directors. Names of the parties to the purchase and sale transactions will NOT be reported.
(10) By use of the Listing Board, users of the Listing Board agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, and agents from any and all claims of any kind arising out of participation with or Units appearing on the Listing Board.
(11) Posting of a desire to sell or to buy does not represent a firm offer to sell or an offer to purchase.
(12) The Company may deny posting by any person for any reason in its discretion; provided, however, that the Company is not obligated to conduct any due diligence or investigation into the persons posting on the Listing Board.
(c) Important Notices and Disclaimers. CAUTION! THE FOLLOWING DISCLAIMERS AND IMPORTANT NOTICES APPLY TO USE OF THE LISTING BOARD AND ANY TRANSACTION CONSUMMATED USING THE LISTING BOARD. YOU SHOULD READ AND UNDERSTAND THE FOLLOWING IMPORTANT NOTICES AND DISCLAIMERS BEFORE USING THE LISTING BOARD.
(1) The fact that the Company and its Board of Directors approve transfers of Units and report the purchase price to its members does not reflect any endorsement or recommendation of the Board or the Company as the adequacy or fairness of the consideration paid for the Units.
(2) The Company does not assure that any particular transaction posted on the Listing Board will occur as to any particular number of Units or at any particular price.
(3) The Company has not conducted any due diligence on or investigation into the persons posting to buy or sell on the Listing Board, and persons utilizing the Listing Board agree to do so completely at their own risk without endorsement or guaranty by the Company of any particular result or transaction consummated thereunder.
(4) Neither the Units nor the Company is listed on a national securities exchange or other regulated securities market.
(5) The Company is not a registered national securities exchange, securities information processor, broker, dealer or investment adviser. Neither the Company nor the Listing Board is an “exchange,” a “broker,” a “dealer,” or an “investment adviser.”
(6) The information set forth on the Listing Board does not consist of firm quotes, but rather is merely a list of the names, addresses and telephone numbers of interested sellers and buyers, the number of Units they may be interested in selling or buying, and the price at which the proposed transaction may occur. All transactions between users must be executed by the users independent of the Company or any of its affiliates.
(7) The appearance of Units on the Listing Board does not constitute an offer to sell or a solicitation of an offer to buy Units by the Company.
(8) Persons utilizing the Listing Board must make important representations and warranties to the Company in the Unit Transfer Form (as do all transferors and transferees of Units), including the fact that an investment in the Units involves risk, that the Units are not traded on a public exchange and may not be able to be transferred when desired by the buyer or at all, and that a buyer of Units must be able to withstand a loss of their entire investment.
(9) The Units listed on the Listing Board are not endorsed or approved by any regulatory authority. Any representation to the contrary is a criminal offense. By entering into a transaction to buy or sell Units you are agreeing that you have read the foregoing, that you understand it fully, and to be bound by the terms outlined above.
Current listings may be found by clicking the box below. By clicking the box below and viewing the current listings you are agreeing to be bound by all of the terms outlined above.
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