Exhibit 6.7
C2M Securities, LLC
7315 Three Chopt Rd.
Richmond VA 23226
March 12, 2021
GRASS QOZF, INC.
204 West Spear Street #3861
Carson City NV 89703
Attn: Don Harmer, President
Re. Amended and Restated Exclusive Placement Agency Agreement dated January 21, 2021 ("Placement Agency Agreement")
Dear Don:
This is to confirm that in order to comply with the compensation rules of Rule 5110 of the Financial Regulatory Authority ("FINRA"), Section l l(b) of the Placement Agency Agreement is amended in its entirety to read as follows:
"(b) Non-Accountable Expense Allowance: The Company shall pay the Placement Agent $10,500 as a non accountable expense allowance; provided that to the extent upon termination of the Offering such amount represents less than three percent (3%) of the proceeds of the Offering (the "Allowable Amount"), the Placement Agent will promptly refund to the Company the difference between $10,500 and the Allowable Amount."
Please indicate your agreement to the foregoing by countersigning this letter in the space below for your signature.
Very truly, | |
/s/ Victor MacLaughlin | |
Victor MacLaughlin, CEO |
Accepted and agreed to as of the date set forth above:
GRASS QOZF, INC.
/s/ Don Harmer
By: Don Harmer, CEO