Grass Qozf, Inc. Sample Contracts

GRASS QOZF, Inc. FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • April 28th, 2020 • Grass Qozf, Inc. • Nevada

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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AMENDED AND RESTATED EXCLUSIVE PLACEMENT AGENCY AGREEMENT
Exclusive Placement Agency Agreement • January 27th, 2021 • Grass Qozf, Inc. • Airports, flying fields & airport terminal services • New York

This Amended and Restated Placement Agency Agreement (this “Agreement”) is made as of January 21, 2021 between GRASS QOZF, INC., a Nevada corporation (the “Company”), and C2M Securities, LLC, a Virginia limited liability company (the “Placement Agent”).

TECHNOLOGY LICENSING - PLATFORM AGREEMENT
Platform Agreement • July 24th, 2020 • Grass Qozf, Inc. • Airports, flying fields & airport terminal services

This Platform Agreement ("Platform Agreement" or "Agreement") is entered into as of the date noted below (the "Effective Date") between Capital2Market, LLC, a Virginia Limited Liability Company ("Company" or "us"), and the customer listed above ("Customer" or "you"). This Platform Agreement includes and incorporates this, the attached Software as a Service Terms and Conditions ("SaaS Terms and Conditions"), and amendments hereto, and supersedes all previous understandings and agreements between the parties, whether oral or written. There shall be no force or effect to any different terms of any related order form or similar form even if signed by the parties after the date hereof. By signing this Platform Agreement as indicated below, you agree to the terms and conditions of this Platform Agreement and the SaaS Terms and Conditions. In addition, you attest to the Company that you are authorized to agree to this Platform Agreement and any other agreements necessary in order to process s

C2M Securities, LLC
Grass Qozf, Inc. • April 16th, 2021 • Airports, flying fields & airport terminal services

This is to confirm that in order to comply with the compensation rules of Rule 5110 of the Financial Regulatory Authority ("FINRA"), Section 11(b) of the Placement Agency Agreement is amended in its entirety to read as follows:

C2M Securities, LLC
Grass Qozf, Inc. • April 16th, 2021 • Airports, flying fields & airport terminal services

This is to confirm that in order to comply with the compensation rules of Rule 5110 of the Financial Regulatory Authority ("FINRA"), Sections 3 and 11 of the Placement Agency Agreement are amended in their entirety to read as follows:

Capital2Market Consulting, LLC Richmond VA 23226 January 21, 2021
Grass Qozf, Inc. • January 27th, 2021 • Airports, flying fields & airport terminal services

This is to confirm that in order to comply with the compensation rules of Rule 5110 of the Financial Regulatory Authority (“FINRA”), the Exhibits A and B of the Consulting Agreement are amended in their entirety as annexed hereto.

C2M Securities, LLC
Grass Qozf, Inc. • April 16th, 2021 • Airports, flying fields & airport terminal services

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:

Broker-Dealer Onboarding Agent - Engagement Agreement – Reg A+ Tier 2
Agreement • March 3rd, 2022 • Grass Qozf, Inc. • Airports, flying fields & airport terminal services • New York

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Grass QOZF, Inc. (“Issuer”), a Nevada limited liability company, and Rialto Markets LLC., a Delaware Limited Liability Company (“Rialto”) and FINRA registered Broker Dealer in all 50 states and Puerto Rico. Issuer and Rialto agree to be bound by the terms of this Agreement, effective as of 2/18/2022 (the “Effective Date”):

CONSULTANCY AGREEMENT
Consultancy Agreement • July 24th, 2020 • Grass Qozf, Inc. • Airports, flying fields & airport terminal services • Virginia

This Consultancy Agreement (the "Agreement") is made this 7th day of July 2020, by Don Harmer as authorized representative of GRASS QOZF, INC. (the "Company"), a Corporation organized and existing under the laws of the State of Nevada, and Capital2Market Consulting, LLC ("Consultant") a Virginia limited liability company.

Broker-Dealer Onboarding Agent Engagement Agreement – Reg A+ Tier 2
Agreement • December 28th, 2021 • Grass Qozf, Inc. • Airports, flying fields & airport terminal services • New York

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Grass QOZF, Inc. (“Client”), a Nevada, and Rialto Markets LLC., a Delaware Limited Liability Company (“Rialto”) and FINRA registered Broker Dealer in all 50 states and Puerto Rico. Client and Rialto agree to be bound by the terms of this Agreement, effective as of 12/06/2021 (the “Effective Date”):

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