EXHIBIT 10.2

 





THIS AGREEMENT
(this “Agreement”), dated May 31, 2012 is entered into by and between CARBONICS CAPITAL CORPORATION,
a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).
 


  


WHEREAS:


  


		A.	Reference is made to the agreement between the Company and the Investor dated December 6, 2011
(the “Debenture Purchase Agreement”) regarding the purchase by the Investor and the issuance by the Company
of certain Series C Convertible Debentures.



 


		B.	The Debenture Purchase Agreement provided for, among other things, the issuance of a number of
Series C Convertible Debentures, including a second Series C Convertible Debenture in the face amount of $160,000 referred to in
the Debenture Purchase Agreement as the “Second Funding.”



 


		C.	The parties desire to increase the amount of Second Funding of the second Series C Convertible
Debenture to $200,000 and close on the issuance of such debenture on the terms and conditions set forth in this Agreement.



 


		D.	All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the
Debenture Purchase Agreement



  


NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Investor hereby agree
as follows:


 


 


1.The
parties agree that the Series C Closing with respect to the Second Funding shall take place on the date hereof and that
the face amount of the Series C Convertible Debenture to be issued and sold at this closing shall be increased from $160,000 to
$200,000.


 


2.The Investor
represents that the Investor Representations and Warranties are true and correct as of the date hereof. The Company represents
that the Company Representations and Warranties are true and correct as of the date hereof.



    	 



    	 	



    



3.The parties agree that gross proceeds to be paid for the Series C Convertible Debenture at the Series C Closing with respect to
the Second Funding, as modified herein, shall be disbursed via wire transfer in immediately available U.S. funds, payable to the
following parties in accordance with the respective wiring instructions attached hereto as Exhibit A:


 





	Gross Proceeds:	From YA Global Investments, L.P.	$200,000.00
	 	 	 
	Less:	None	$0.00
	 	 	 
	Net Proceeds:	Net Proceeds Payable to the Company	$200,000.00







  


 


[SIGNATURE PAGE IMMEDIATELY
TO FOLLOW] 



    	 



    	 	



    








 





	Carbonics Capital Corporation	 	YA Global Investments, L.P.
	 	 	 	 	 
		 	 	By:	Yorkville Advisors, LLC
			 	Its:	Investment Manager
	By:	/s/ Stephen Schoepfer 	 		 
	Name:	Stephen Schoepfer 	 	By:	/s/ Mark Angelo
	Title:	Chief Executive Officer  	 	Name:	Mark Angelo
		 	 	Its:	Portfolio Manager
	 	 	 	 	 







 



    	 



    	 	



    





EXHIBT A


 


WIRING INSTRUCTIONS


 


 





	 	 
	Company:	 
	 	 
	Bank:	Umpqua Bank
	 	479 N. Central Blvd.
	 	Coquille, OR 97423
	 	 
	Routing #:	123205054
	 	 
	Account Name:	Westport Energy, LLC (*)
	 	 
	Account #:	_____________________







 


* Note that the Beneficiary for this wire is Westport Energy,
LLC rather than Carbonics. Westport is a wholly owned subsidiary of Carbonics.