EXHIBIT 10.7


 





 


	 	February 5, 2014	


 


Westport Energy Holdings, Inc.


100 Overlook Center, 2nd Floor


Princeton, NJ 08540 


Attn: Stephen Schoepfer


 


		Re:	Certain Secured Convertible Debenture issued to YA Global Investments, L.P. and Royalty Interest and related transaction
documents. 



 


Dear Mr. Schoepfer:


 


Please be advised
that effective as of the close of business on February 5, 2014, YA Global Investments, L.P. (“YA Global”) sold,
assigned, and transferred to Queensbury, Inc. (“Queensbury”) all right, title, and interest, of YA Global
in the portion of (i) the Secured Convertible Debenture (CICS-28) dated February 5, 2014 in the original face amount of $1,080,000
issued by Westport Energy Holdings, Inc. to YA Global (the “Debenture”) and (ii) the Royalty Interest granted
to YA Global in connection with the Debenture (the “Royalty Interest”) as set forth on Exhibit “A”,
annexed hereto and incorporated herein by reference (as assigned to Queensbury, (the “Assigned Debenture” and
“Assigned Royalty Interest”).


 


The Debenture and Royalty
Interest are currently registered in the name of and issued as payable to YA Global. Pursuant to the terms and conditions of the
Debenture and Royalty Interest, YA Global hereby instructs Westport to (a) record the transfer of the portion of the Debenture
and Royalty Interest to Queensbury as set forth in Exhibit “A” annexed hereto, and (b) reissue the Assigned
Debenture and Assigned Royalty Interest by executing and delivering to Queensbury, the Assigned Debenture the Assigned Royalty
Interest in the amounts set forth on Exhibit “A”, as of the date hereof. For your convenience, a draft of the
Assigned Debenture and the Assigned Royalty Interest is enclosed. Also enclosed please find a copy of the Non-Recourse Assignment
Agreement for your reference.


 


For your information,
Queensbury may be reached at the following address:


 


Queensbury,
Inc.


23501 Cinco
Ranch Boulevard #B-225


Katy, Texas
77494


Attention:
Raffaele Attar


Telephone:
1 (832) 247 0147


Facsimile:
1 (281) 394 5150


 


Please contact me at
(201) 536-5164 should you have any questions or require additional information.


 


	 	Very truly yours,
	 	 
	 	/s/ Steven
    S. Goldstein
	 	Steven S. Goldstein
	 	Chief Compliance Officer of Yorkville Advisors, LLC, the investment manager to YA Global Investments, L.P.



 





 



    	 



    	 



    


 


Exhibit A


 


	A.	Secured Convertible Debenture (CICS-28) dated February 5, 2014 in the original principal amount
of $1,080,000.00 issued by Westport Energy Holdings, Inc. to YA Global Investments, L.P., as amended.



 


	
        Assigned Debenture - To be Issued to Queensbury

         

        Deliver to:

        Queensbury, Inc.

        23501 Cinco Ranch Boulevard #B-225

        Katy, Texas 77494

        Attention: Raffaele Attar

        Telephone: 1 (832) 247 0147

        Facsimile: 1 (281) 394 5150

         

	
         

        Principal Portion of Security

 Assigned to Better
        Half
	
         

        Accrued Interest Portion of

 Security Assigned
        to Better Half
	
         

        Total Portion of Security

 Assigned to Better
        Half

	$540,000.00	$0	$540,000


 


	B.	Royalty Interest dated February 5, 2014 granting YA Global the right to receive 25% of net gas
sales resulting from the Allocated Wells of Westport.


 

	
        Assigned Royalty Interest - To be Issued
        to Queensbury

         

        Deliver to:

        Queensbury, Inc.

        23501 Cinco Ranch Boulevard #B-225

        Katy, Texas 77494

        Attention: Raffaele Attar

        Telephone: 1 (832) 247 0147

        Facsimile: 1 (281) 394 5150

         

	
         

        One Half of YA Global’s Royalty Interest representing a right
        to receive 12.5% of net gas sales resulting from the Allocated Wells.