EXHIBIT
10.6


 


THIS
AGREEMENT (this “Agreement”), dated May 31, 2013 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 Securities Purchase Agreement dated as of August 17, 2010, as amended,
                                         between the Company and the Investor pursuant to which the Company has issued and the
                                         Investor has purchased certain convertible debentures (the “Securities Purchase
                                         Agreement”).
	 	 	 
		B.	The
                                         parties desire that new Series D Convertible Debentures be issued by the Company and
                                         purchased by Investor from time-to-time, in amounts to be determined by the Company and
                                         Investor (the “Series D. Convertible Debenture(s)”), and that such
                                         Series D Convertible Debentures be subject to all of the terms and conditions of the
                                         Securities Purchase Agreement.
	 	 	 
		C.	The
                                         first Series D Convertible Debenture to be issued by the Company and purchased by Investor
                                         shall be in the original principal amount of $200,000 (the “First Series D Debenture”).
	 	 	 
		D.	Simultaneous
                                         with the issuance of each additional Series D Convertible Debentures, the parties shall
                                         further amend the Securities Purchase Agreement to (i) make each such Series D Convertible
                                         Debenture subject to the terms and conditions of the Securities Purchase Agreement and
                                         (ii) specify the closing date for the issuance and purchase of such Series D Convertible
                                         Debenture.
	 	 	 
		E.	All
                                         capitalized terms used but not defined herein shall have the meaning ascribed thereto
                                         in the Securities 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 First Series D Debenture shall be in the original principal amount of $200,000.


 


2.
The parties agree that the closing with respect to the First Series D Debenture shall take place on or about June 1, 2013.


 


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 the purchase price for the First Series D Debenture shall be paid in full by the Investor by the assignment
by the Investor to the Company of certain convertible debentures issued by Neomedia Inc. and held by the Investor pursuant to
the assignment agreement of even date herewith.


 


[SIGNATURE
PAGE TO IMMEDIATELY FOLLOW] 


 




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	Westport
    Energy Holdings Inc. 	 	YA
    Global Investments, L.P.
	 	 	 
	 	 	 	By:	Yorkville
                                         Advisors, LLC 

	 	 	 	Its:	Investment
                                         Manager\

	 	 	 	 	 
	By:	/s/
    Stephen Schoepfer	 	By:	/s/
                                         David Gonzalez

	Name:	Stephen
    Schoepfer	 	Name:	David
                                         Gonzalez

	Title:	Chief
    Executive Officer	 	Title:	Member
                                         & General Counsel



 




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EXHIBIT
A


 


WIRING
INSTRUCTIONS


 


	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 Westport Energy Holdings Inc. Westport Energy, LLC
is a wholly owned subsidiary of Westport Energy Holdings Inc. 


 




    Exhibit
                                         A – Wiring Instructions