EXHIBIT 10.20


 


THIS AGREEMENT (this “Agreement”),
dated December 17, 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 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.



 




    	 



    	 



    


 


	 	D.	The parties now desire to further increase the Series C Debentures Amount from $1,770,000
to $1,820,000 and fund the additional $50,000 added to the Series C Debentures Amount as the “Fifteenth 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 to be closed on or about December 18, 2013 (the “Fifteenth Tranche”); and


 


	 	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 $1,770,000 to $1,820,000.


 


2. The
parties agree that the Series C Closing with respect to the Fifteenth Tranche ($50,000) shall take place on or about December
18, 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 gross proceeds to be paid for the Series C Convertible Debenture at the Closing of the Fifteenth 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.	$50,000.00 
	 	 	 
	Less:	None	$0.00 
	 	 	 
	Net Proceeds:	Net Proceeds Payable to the Company	$50,000.00 


 


[SIGNATURE PAGE IMMEDIATELY TO FOLLOW]


 




    	 



    	 



    


 


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


 


* 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