Exhibit 10.2


 





MEMBERSHIP INTEREST PLEDGE AGREEMENT


LUSTRE OIL COMPANY, LLC


In consideration of Bradley
E. Sparks, an individual (“Lender”), acquiring from Laredo Oil, Inc., a Delaware corporation (“Pledgor”),
that certain Promissory Note, dated October 26, 2022, in the original principal amount of $150,000 (the “Note”), and
to secure the obligations of Pledgor to the Lender under the Note, Pledgor, as collateral security for the payment of the indebtedness
and the performance of all other obligations relating to the First Lien Note, and all amendments and replacements thereof (collectively
hereinafter called the “Obligations”), hereby deposits with the First Lien Lender and pledges, collaterally assigns,
delivers, and grants a security interest in the following property:


All of the membership interests of Lustre
Oil Company LLC, (“Lustre”).


 


together with any interests issued or to be
issued as a result of a distributions or dividend on or with respect to the above-described property, any additional interests which may
be delivered and pledged to First Lien Lender as hereinafter provided, and all dividends, distributions, and other proceeds of all of
the foregoing, in each case whether now existing or hereafter arising (all of the foregoing is hereinafter called the “Collateral”).


Pledgor hereby represents
and warrants that (a) Pledgor is the sole owner of the Collateral free from any adverse lien or security interest (other than as expressly
contemplated in the Intercreditor Agreement (as defined below), (b) the delivery by Pledgor of the Collateral will create a valid and
perfected security interest therein in First Lien Lender, (c) the Collateral constitutes all of the presently issued and outstanding interests
in Lustre owned by Pledgor, and (d) Pledgor owns 100% of the membership interests of Lustre.


Prior to any non-payment
under the Obligations (beyond any notice and cure period) Pledgor shall have all rights and powers pertaining to the Collateral, subject
to the terms of this Agreement. Upon the non-payment of any of the Obligations thereunder as and when the same shall become due and payable
(beyond any notice and cure period), or at any time or from time to time thereafter during the continuance of such default, First Lien
Lender shall have all the rights and remedies of a secured party afforded by the Uniform Commercial Code as from time to time in effect
in the State of Texas or afforded by other applicable law.


Pledgor agrees to make,
execute and deliver, upon request, any further assignments, powers of attorney, assurances, acquittances or other documents which First
Lien Lender may reasonably request to enable First Lien Lender to transfer or realize upon said property or to secure to First Lien Lender
more fully the full benefit hereof.


The rights of Pledgor hereunder
are subject to the terms of the Company Agreement of Lustre.




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IN WITNESS WHEREOF, Pledgor
has caused this Stock Pledge to be duly executed as of the 28th day of October, 2022.





	 	Laredo Oil, Inc.
	 	 
	 	 
	 	By: 	           /s/ Mark
See
	 	Name:  	Mark
See
	 	Title: 	Chief
Executive Officer



 


 






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