Hempacco Co., Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P, pursuant to which company issued a 10% unsecured convertible promissory note in the principal amount of $835,000, warrants to purchase 361,832 shares of Company common stock and 83,497 shares of Company common stock for an aggregate purchase price of $751,500 under first tranche on October 20, 2023. The notes will mature 12 months following the issue date and bear a coupon rate of 10%. The Notes are convertible into shares of the Company?s common stock at the election of the holder at a conversion price equal to $1.50 per share.

The Warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $1.50, subject to adjustment as provided in the Warrants.