Hempacco Co., Inc entered into a securities purchase agreement of a convertible promissory note in the aggregate principal amount of up to $1,226,000 with an aggregate purchase price of up to $1,103,400 at a discount of 10%, common share purchase warrants for the purchase of up to 367,800 shares of Common Stock on March 25, 2024. The Note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the Note), is unsecured, and is generally required to be repaid 1/6 th each month ($63,219.87/month for six months, and $12,698,59/month for the following two months), with such repayments beginning 4 months after the issue date (July 25, 2024). The Note is convertible into shares of the common stock at the election of the holder at a conversion price equal to $2.30 per share subject to adjustment as provided in the Note.

The Warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $2.30, subject to adjustment as provided in the Warrants.