EXHIBIT 10.2



 


EXHIBIT 10.2


 


THIS AGREEMENT
(this “Agreement”), dated September 9, 2015 is entered into by and between WESTPORT ENERGY HOLDINGS INC.,
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, as supplemented on May 31, 2012, (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 purchase and issuance of a number of Series C Convertible
    Debentures in the aggregate principal amount of $1,545,000 (the “Series C Debentures Amount”), which purchase
    and issuance was closed in three separate fundings of (i) $910,000, (ii) 160,000 and (iii) $475,000 (the “Third Funding”).
	 	 	 
	 	C.	Pursuant
    to the following amendments to the Debenture Purchase Agreement the parties increased the Series C Debentures Amount as follows:


 


	 	i.	Amendment
    dated May 14, 2013 increased the Series C Debentures Amount from $1,545,000 to $1,570,000, and the additional $25,000 that
    was added to the Series C Debentures Amount was funded as the “Tenth Tranche” of the Third Funding.
	 	 	 
	 	ii.	Amendment
    dated June 14, 2013 increased the Series C Debentures Amount from $1,570,000 to $1,595,000, and the additional $25,000 that
    was added to the Series C Debentures Amount was funded as the “Eleventh Tranche” of the Third Funding.
	 	 	 
	 	iii.	Amendment
    dated July 11, 2013 increased the Series C Debentures Amount from $1,595,000 to $1,620,000, and the additional $25,000 that
    was added to the Series C Debentures Amount was funded as the “Twelfth Tranche” of the Third Funding.
	 	 	 
	 	iv.	Amendment
    dated August 19, 2013 increased the Series C Debentures Amount from $1,620,000 to $1,720,000, and the additional $100,000
    that was added to the Series C Debentures Amount was funded as the “Thirteenth Tranche” of the Third Funding.
	 	 	 
	 	v.	Amendment
    dated November 1, 2013 increased the Series C Debentures Amount from $1,720,000 to $1,770,000, and the additional $50,000
    that was added to the Series C Debentures Amount was funded as the “Fourteenth Tranche” of the Third Funding.
	 	 	 
	 	vi.	Amendment
    dated December 19, 2013 increased the Series C Debentures Amount from $1,770,000 to $1,820,000, and the additional $50,000
    that was added to the Series C Debentures Amount was funded as the “Fifteenth Tranche” of the Third Funding. 


 






    	 



    	 



    

 


	 	D.	The
    parties now desire to further increase the Series C Debentures Amount from $1,820,000 to $1,970,000 and fund the additional
    $150,000 added to the Series C Debentures Amount as the “Sixteenth Tranche” of the Third Funding.
	 	 	 
	 	E.	The
    Third Funding was (will be) made in multiple tranches, as follows, on the terms and conditions set forth in this Agreement:


 


	 	i.	$25,000
    was closed on August 13, 2012 (the “First Tranche”);
	 	 	 
	 	ii.	$25,000
    was closed on August 29, 2012 (the “Second Tranche”);
	 	 	 
	 	iii.	$50,000
    was closed on September 7, 2012 (the “Third Tranche”);
	 	 	 
	 	iv.	$50,000
    was closed on October 2, 2012 (the “Fourth Tranche”);
	 	 	 
	 	v.	$75,000
    was closed on November 6, 2012 (the “Fifth Tranche”);
	 	 	 
	 	vi.	$100,000
    was closed on December 1, 2012 (the “Sixth Tranche”); 
	 	 	 
	 	vii.	$50,000
    was closed on January 15, 2013 (the “Seventh Tranche”); 
	 	 	 
	 	viii.	$50,000
    was closed on February 12, 2013 (the “Eighth Tranche”); 
	 	 	 
	 	ix.	$50,000
    was closed on March 21, 2013 (the “Ninth Tranche”);
	 	 	 
	 	x.	$25,000
    was closed on May 14, 2013 (the “Tenth Tranche”);
	 	 	 
	 	xi.	$25,000
    was closed on June 14, 2013 (the “Eleventh Tranche”);
	 	 	 
	 	xii.	$25,000
    was closed on July 12, 2013 (the “Twelfth Tranche”);
	 	 	 
	 	xiii.	$100,000
    was closed on August 20, 2013 (the “Thirteenth Tranche”); 
	 	 	 
	 	xiv.	$50,000
    was closed on November 1, 2013 (the “Fourteenth Tranche”); and
	 	 	 
	 	xv.	$50,000
    was closed on December 19, 2013 (the “Fifteenth Tranche”); and
	 	 	 
	 	xvi.	$150,000
    to be closed on or about September 9, 2015 (the “Sixteenth Tranche”).


 


	 	F.	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 Debentures Amount shall be increased from $1,820,000 to $1,970,000.


 






    	 



    	 



    

 


2. The parties agree that
the Series C Closing with respect to the Sixteenth Tranche ($150,000) shall take place on or about September 9, 2015.


 


3. 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.


 


4. The parties agree that
gross proceeds to be paid for the Series C Convertible Debenture at the Closing of the Sixteenth Tranche of the Third Funding
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.	 	$	150,000.00	 
	 	 	 	 	 	 	 
	Less:	 	None	 	$	0.00	 
	 	 	 	 	 	 	 
	Net Proceeds:	 	Net Proceeds Payable to the Company	 	$	150,000.00	 



 


The Company hereby authorizes
and directs that the net proceeds shall be paid to Westport Energy, LLC, a wholly owned subsidiary of the Company (“Westport
LLC”).


 


5. Westport LLC acknowledges
and agrees that this agreement and the proceeds of the Sixteenth Tranche are for the benefit of Westport LLC. Accordingly, Westport
LLC unconditionally and irrevocably guarantees to the Investor to discharge on demand by the Investor the due, punctual and complete
payment of all sums payable by the Company hereunder and under the Series C Debenture issued in connection with the Sixteenth
Tranche (the “Obligations”) and agrees that all Obligations shall be recoverable from Westport LLC as principal debtor,
and Westport LLC agrees to discharge such Obligations on demand.


 


[SIGNATURE PAGE IMMEDIATELY TO FOLLOW]


 




    	 



    	 



    

 


	Westport
    Energy Holdings Inc.	 
	 	 	 
	By:	/s/
    Stephen J. Schoepfer	 
	Name:	Stephen J. Schoepfer	 
	Title: 	Chief Executive Officer	 
	 	 	 
	Westport
    Energy, LLC	 
	 	 	 
	By:	/s/
    Stephen J. Schoepfer	 
	Name: 	Stephen J. Schoepfer	 
	Title: 	Chief Executive
    Officer	 
	 	 	 
	YA
    Global Investments, L.P.	 
	 	 	 
	By:	Yorkville Advisors,
    LLC	 
	Its:	Investment Manager	 
	 	 	 
	By:	/s/
    Mark Angelo	 
	Name:	Mark Angelo	 
	Its:	Portfolio Manager	 


 




    	 



    	 



    

 


EXHIBT A


 


WIRING INSTRUCTIONS


 


	Bank:	Umpqua
    Bank
	 	479
    N. Central Blvd.
	 	Coquille,
    OR 97423
	 	 
	Routing
    #:	123205054
	 	 
	Account
    Name:	Westport
    Energy, LLC (*)
	 	 
	Account
    #:	970824967


 


* Note that the Beneficiary for this
wire is Westport Energy, LLC rather than Westport Energy Holdings Inc. Westport Energy, LLC is a wholly owned subsidiary of Westport
Energy Holdings Inc. and a guarantor of the obligations owed hereunder. 


 


Exhibit A – Wiring Instructions