EXHIBIT
10.2


 


SECOND
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


 


THIS
SECOND AMENDMENT TO THE AGREEMENT OF PURCHASE AND SALE (this “Second Amendment”) by and between Philux Global Group Inc.
(f/k/a PHI Group, Inc.), a U.S. public company duly organized and existing by virtue of the laws of the State of Wyoming, with its principal
address at 2323 Main Street, Irvine, CA 92614, U.S.A. (“PHI”), and Kota Energy Group LLC, a limited liability company organized
and existing by virtue of the laws of the State of California, with its principal business address at 1200 Lawrence Dr. Ste 180 Newbury
Park, CA 91320 U.S.A. (“KEG”) is made effective as of August 3, 2022 (the “Effective Date”).


 


WHEREAS,
the parties previously entered into that certain Agreement of Purchase and Sale, dated as of January 26, 2022, by and between PHI and
KEG, as amended by the First Amendment to the Agreement of Purchase and Sale, dated March 15, 2022, by and between PHI and KEG (as amended,
the “Purchase Agreement”); and


 


WHEREAS,
the parties wish to amend the Purchase Agreement, on the terms and conditions set forth in this Second Amendment.


 


NOW,
THEREFORE, in consideration of the above recitals, which are incorporated into the operative provisions of this Second Amendment by this
reference, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


1. Amendments.
Pursuant to Article 11.3 of the Purchase Agreement, PHI and KEG hereby agree to amend and restate the following provisions of
the Purchase Agreement:


 


		(i)	Recital
                                            D to read as follows:



 


“The
parties hereto wish to enter into this Agreement whereby PHI will pay a total purchase price of Fifteen Million Six Hundred Fifty-Five
Thousand Two Hundred Forty-Eight U.S. Dollars ($15,655,248) to KEG, as set forth in Section 2 below, in exchange for fifty point one
percent (50.10%) of the equity ownership in KEG pursuant to the terms and conditions of this Agreement.”


 


		(ii)	Article
                                            5.4 to read as follows:



 


“Immediately
following the Closing, the parties hereto shall cause KEG to distribute Three Million Nine Hundred Six Thousand U.S. Dollars ($3,906,000)
of the Closing Payment received by KEG from PHI to Yato Consulting, Inc., Alpha Power Group LLC, Kodiak Cole Consulting LLC, and Mac
Advisors LLC (each a “Founding Member”, and collectively, the “Founding Members”) pursuant to the terms set forth
in the Operating Agreement. The remainder of the Closing Payment will be used by KEG for its working capital, expansion and growth. Notwithstanding
the preceding sentence, the Founder Managers (as defined in the Operating Agreement) may elect to pay an aggregate amount of Four Hundred
Eighty-Eight Thousand Two Hundred Fifty U.S. Dollars ($488,250) of the remainder of the Closing Payment in the form of transaction bonuses
to any Person (as defined in the Operating Agreement) selected by the Founder Managers.”


 


2. General
Provisions. Except to the extent specifically amended herein or supplemented hereby, the Purchase Agreement remains unchanged
and in full force and effect, and this Second Amendment will be governed by and subject to the terms of the Purchase Agreement, as
amended by this Second Amendment. All capitalized terms used in in this Second Amendment but not otherwise defined herein shall have
the meanings set forth in the Purchase Agreement. From and after the date of this Second Amendment, each reference in the Purchase
Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references
to the Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of
nature (other than in this Second Amendment or as otherwise expressly provided) will be deemed to mean the Purchase Agreement, as
amended by this Second Amendment, whether or not this Second Amendment is expressly referenced. In the event of a conflict between
the terms of this Second Amendment and the terms of the Purchase Agreement, the terms of this Second Amendment shall control. This
Second Amendment may be executed in counterparts, each of which will be deemed an original, and may be delivered by email, all of
which together shall constitute a single instrument. This Second Amendment shall be governed by and construed in accordance with the
laws of the State of California without regard for its conflict of laws rules. The parties hereby irrevocably submit to the
exclusive jurisdiction of the courts of the State of California and any United States District Court situated in the State of
California for the purposes of construing and enforcing this Second Amendment.


 


[Signatures
on following page.]


 




    	 



     


    

 


IN
WITNESS WHEREOF the parties hereto have executed this Second Amendment as of the Effective Date first mentioned above.


 


	PHILUX
    GLOBAL GROUP INC.	 	KOTA
    ENERGY GROUP LLC,
	(f/k/a
    PHI GROUP, INC.) 	 	a California limited liability company
	a
    Wyoming corporation 	 	 


 


	By:	/s/
    Henry D Fahman	 	By:	/s/
    J Cole De Arman
	 	Henry
    D. Fahman 	 	 	J
    Cole De Arman
	 	Chairman
    & CEO 	 	 	Authorized
    Signatory


 


[Signature
Page to Second Amendment]