Exhibit 99.2 LOCK-UP/LEAK-OUT AGREEMENT THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of the 25th day of January, 2005, between Gulf & Orient Steamship Company Ltd., a Colorado corporation ("Gulf & Orient"), and Leonard...Lock-Up/Leak-Out Agreement • June 7th, 2006 • Gulf & Orient Steamship Company, Ltd. • Utah
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 9th, 2017 • Gulf & Orient Steamship Company, Ltd. • Blank checks • Utah
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of November 7, 2017, by and among Gulf & Orient Steamship Company, Ltd., a Colorado corporation (“Parent”); Gulf Acquisition, Inc., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Michael Vardakis, Parent’s President and a principal shareholder of Parent (“Vardakis”); and US 3D Printing, Inc., a Utah corporation (“Company”), Mark L. Meriwether, the President and a principal shareholder of Company (“M. Meriwether”), and Brandon T. Meriwether, the Vice President and a principal shareholder of Company (“B. Meriwether”). The foregoing are sometimes singly referred to as a “Party” or collectively as the “Parties.”
JOINT VENTURE AGREEMENTJoint Venture Agreement • November 18th, 2022 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Joint Venture Agreement (the “Agreement”) of Organipure, Inc, a Nevada Corporation (the “Company”), is entered into and shall be effective as of the 17th day of November, 2022 (the “Effective Date”) by and among the Company, High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”),and Hempacco Co., Inc., a Nevada Corporation (“HCI”). The Company, HSTI and HCI are sometimes herein referred to as a “Party” and collectively as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • November 19th, 2019 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Consulting Agreement (hereinafter the “Agreement”) is made and entered into by and between High Sierra Technologies, Inc., a Nevada Corporation and any successors in interest that it may have (hereinafter “HSTI”) having its principal place of business at 1495 Ridgeview Drive, Suite 230A, Reno, NV 89519 and Richard Thompson and David Graves having their offices at 10 McDougal Industrial Complex Road, Lovelock, NV 89419 (hereinafter, collectively, the “Consultant”) to be binding and effective as of August 2, 2019 notwithstanding the actual dates of execution of this Agreement by the parties hereto.
TENTH AMENDMENT TO PROMISSORY NOTEPromissory Note • March 21st, 2022 • High Sierra Technologies, Inc. • Blank checks
This Tenth Amendment to Promissory Note (the “Tenth Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Larry Mamey (“Mamey”) to be effective as of this 11th day of February, 2021.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 16th, 2021 • High Sierra Technologies, Inc. • Blank checks
This First Amendment to Promissory Note (the “First Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Kenny L. De Meirleir (“De Meirleir”) to be effective as of this 6th day of August, 2021.
PATENT LICENSE AGREEMENTPatent License Agreement • November 18th, 2022 • High Sierra Technologies, Inc. • Blank checks • California
This Patent License Agreement (the “Agreement”) is made by and between Hempacco Co., Inc., a Nevada Corporation (“Hempacco”) and Organipure, Inc., a Nevada Corporation (“Organipure”) to be effective as of November 17, 2022 notwithstanding the actual dates of its execution by the parties hereto.
Seed Purchase AgreementSeed Purchase Agreement • July 25th, 2019 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Seed Purchase Agreement (the “Agreement”) is made by and between High Sierra Technologies, Inc., a Nevada Corporation (the “Purchaser”) and Unigenics Global LTD, a Nevada Limited Liability Company (the “Seller”) to be effective as of this 23rd day of May, 2019.
HEMP SMOKABLES MANUFACTURING AGREEMENTHemp Smokables Manufacturing Agreement • November 18th, 2022 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Hemp Smokables Manufacturing Agreement (the "Agreement") is made as of November 17, 2022 (the "Effective Date"), by and between Hempacco Co., Inc. a duly formed and validly existing corporation under the laws of the State of Nevada with its principal place of business located at 9925 Airway Road San Diego CA, 92154 ("Hempacco"), and Organipure, Inc. a corporation duly formed and validly existing under the laws of the State of Nevada, with its principal office located at 1495 Ridgeview Drive, Suite 230A, Reno, NV 89519 ("Organipure"). As used herein, the term "Party" shall mean either Hempacco or Organipure and the term "Parties" shall collectively mean Hempacco and Organipure.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 2nd, 2019 • Gulf & Orient Steamship Company, Ltd. • Blank checks • Utah
Party-2: HIGH SIERRA TECHNOLOGIES, INC., a NEVADA corporation (“the Target” or “High Sierra”), and all of the shareholders of High Sierra who are all named and described in Annex “HH” attached hereto and made a part hereof (“Participants 1 through 15”). In this Agreement any reference to any or all members of Party-2 shall correspond to the whole and Party-2 and all shareholders of Party-2 shall act in this Agreement as one Party.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 21st, 2022 • High Sierra Technologies, Inc. • Blank checks
This First Amendment to Lease Agreement (the “Amendment”) is made by and between 3 Squirrels, LLC (the “Landlord”) and High Sierra Technologies, Inc. (the “Tenant”) to be effective as of February 1, 2022 notwithstanding the actual dates of execution of this Amendment by the parties hereto.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • March 21st, 2022 • High Sierra Technologies, Inc. • Blank checks
This Second Amendment to Promissory Note (the “Second Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Michael Vardakis (“Vardakis”) to be effective as of this 28th day of December, 2021.
AGRICULTURAL LEASEAgricultural Lease • August 7th, 2019 • High Sierra Technologies, Inc. • Blank checks
THIS AGRICULTURAL LEASE (“the “Lease”), made and entered into effective this 13th day of May 2019, by and between JOHN MENTABERRY, (the “Lessor”), and HIGH SIERRA TECHNOLOGIES, INC., a Nevada Corporation, ( the “Lessee”). The parties hereto expressly understand and agree that this Lease shall supersede and replace that certain Lease dated May 13, 2019 executed by the parties hereto and that certain Lease dated May 13, 2019 shall be deemed to be no longer of any force and effect.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • March 21st, 2022 • High Sierra Technologies, Inc. • Blank checks
This Second Amendment to Promissory Note (the “Second Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Michael Vardakis (“Vardakis”) to be effective as of this 28th day of December, 2021.
CONSULTING AND CONFIDENTIALITY AGREEMENTConsulting Agreement • July 25th, 2019 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Consulting and Confidentiality Agreement (hereinafter the “Agreement”) is made and entered into by and between High Sierra Technologies, Inc., a Nevada Corporation and any successors in interest that it may have (hereinafter “HST”) having its principal place of business at 2560 Greensboro Drive, Reno 89509, and John Mentaberry having his offices at 6015 S. Virginia Street, Suite E480, Reno, NV 89502 (hereinafter the “Consultant”) to be binding and effective as of June 15, 2019.
SIXTH AMENDMENT TO PROMISSORY NOTEPromissory Note • April 14th, 2021 • High Sierra Technologies, Inc. • Blank checks
This Sixth Amendment to Promissory Note (the “Sixth Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Larry Mamey (“Mamey”) to be effective as of this 5th day of March, 2021.
ContractPromissory Note Conversion Agreement • January 2nd, 2019 • Gulf & Orient Steamship Company, Ltd. • Blank checks • Utah
THE SECURITIES WHICH ARE THE SUBJECT OF THIS PROMISSORY NOTE CONVERSION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE U.S. AND WILL BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF U.S. FEDERAL AND STATE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 16th, 2021 • High Sierra Technologies, Inc. • Blank checks
This First Amendment to Promissory Note (the “First Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Vincent C. Lombardi (“Lombardi”) to be effective as of this 18th day of June, 2021.
SEVENTH AMENDMENT TO PROMISSORY NOTEPromissory Note • August 16th, 2021 • High Sierra Technologies, Inc. • Blank checks
This Seventh Amendment to Promissory Note (the “Seventh Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Larry Mamey (“Mamey”) to be effective as of this 5th day of June, 2021.
THIRD AMENDMENT TO PROMISSORY NOTEPromissory Note • August 16th, 2021 • High Sierra Technologies, Inc. • Blank checks
This Third Amendment to Promissory Note (the “Third Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Biored, NV, a Belgian Corporation (“Biored”) to be effective as of the 29th day of July, 2021.
PATENT LICENSE AGREEMENTPatent License Agreement • November 18th, 2022 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Patent License Agreement (the “Agreement”) is made by and between High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Organipure, Inc., a Nevada Corporation (“Organipure”) to be effective as of November 17, 2022 notwithstanding the actual dates of its execution by the parties hereto.
Sheri L. Orlowitz sheri@artemisholdings.comEngagement Letter • November 20th, 2020 • High Sierra Technologies, Inc. • Blank checks • New York
This letter agreement (“Agreement”) confirms the engagement of Artemis Holdings Group LLC (“Artemis”) by High Sierra Technologies, Inc (“Company”) to perform the services provided for herein.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 16th, 2021 • High Sierra Technologies, Inc. • Blank checks
This First Amendment to Promissory Note (the “First Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Michael Vardakis (“Vardakis”) to be effective as of this 22nd day of June, 2021.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • August 16th, 2021 • High Sierra Technologies, Inc. • Blank checks
This First Amendment to Promissory Note (the “First Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Michael Vardakis (“Vardakis”) to be effective as of this 22nd day of June, 2021.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • April 17th, 2023 • High Sierra Technologies, Inc. • Blank checks
This Second Amendment to Lease Agreement (the “Amendment”) is made by and between 3 Squirrels, LLC (the “Landlord”) and High Sierra Technologies, Inc. (the “Tenant”) to be effective as of February 1, 2023 notwithstanding the actual dates of execution of this Amendment by the parties hereto.
CONSULTING AND CONFIDENTIALITY AGREEMENTConsulting Agreement • April 14th, 2021 • High Sierra Technologies, Inc. • Blank checks • Nevada
This Consulting and Confidentiality Agreement (hereinafter the “Agreement”) is made and entered into by and between High Sierra Technologies, Inc., a Colorado Corporation and any successors in interest that it may have (hereinafter collectively, “HSTI”) having its principal place of business at 1495 Ridgeview Drive, Suite 230A, Reno, NV 89519 and SBSL Consultants, Stanley Berk, Steven Leatherman, Jeffrey Baclet and Thomas Prutzman having their offices at 1070 Dennison Drive, Reno, NV 89509 (hereinafter collectively, the “Consultant”) to be binding and effective as of January 1, 2021 notwithstanding the actual dates of execution of this Agreement by the parties hereto. This Agreement expressly replaces and supersedes that certain Consulting Agreement dated August 14, 2020 previously entered into by and between HSTI and the Consultant which, as of the date of the full execution hereof, shall be deemed to be void and no longer of any force and effect.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • March 21st, 2022 • High Sierra Technologies, Inc. • Blank checks
This Second Amendment to Promissory Note (the “Second Amendment”) is made by and between the parties High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Vincent C. Lombardi (“Lombardi”) to be effective as of this 28th day of December, 2021.
