EXHIBIT
10.2


 


THIS
AGREEMENT (this “Agreement”), dated March 21, 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 issuance of a number
                                         of Series C Convertible Debentures, including a third Series C Convertible Debenture
                                         in the face amount of $475,000 referred to in the Debenture Purchase Agreement as the
                                         “Third Funding.” 
	 	 	 
		C.	The
                                         parties desire that the Third Funding be made in multiple tranches, as follows, and close
                                         on the dates set forth below 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”); and
	 	 	 
		ix.	$50,000 to be closed
on or about March 15, 2013 (the “Ninth Tranche”).



 


		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 Ninth Tranche ($50,000) shall take place on or about March 15,
2013.


 




    	 



    	 



    



 


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 Closing of the Second 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 is a wholly
owned subsidiary. 


 


Exhibit
A – Wiring Instructions