EXHIBIT 10.2





 


THIS AGREEMENT
(this “Agreement”), dated February 12, 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 to be closed on or about February 12, 2013 (the “Eighth Tranche”);
and



 


		ix.	$50,000 to be closed on a date, or in further tranches on multiple dates, as may be agreed
to between the parties (the “Subsequent Tranches”).



 


		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 Seventh Tranche ($50,000) shall take place on or about February
12, 2013.


 






    	 



    	 



    
 


 


2.The
parties agree that the Series C Closings with respect to the Subsequent Tranches shall take place on such other date, or in tranches
on multiple dates, as is mutually agreed to by the Company and the Investor, in the sole discretion of the Investor and subject
to the satisfaction of the terms and conditions of the Debenture Purchase Agreement and the satisfaction of the conditions to the
Third Funding set forth in the Debenture Purchase Agreement.


 


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 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 Carbonics or Westport Energy Holdings Inc. Westport is a wholly owned subsidiary.