EXHIBIT
10.18


 


THIS
AGREEMENT (this “Agreement”), dated November 1, 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.


 


		D.	The
                                         parties now desire to further increase the Series C Debentures Amount from $1,720,000
                                         to $1,770,000 and fund the additional $50,000 added to the Series C Debentures Amount
                                         as the “Fourteenth 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”); and
	 	 	 
	 	xiv.	$50,000
    to be closed on or about November 1, 2013 (the “Fourteenth 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 $1,720,000 to $1,770,000.


 


2.
The parties agree that the Series C Closing with respect to the Fourteenth Tranche ($50,000) shall take place on or about
November 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 gross proceeds to be paid for the Series C Convertible Debenture at the Closing of the Thirteenth
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