Attached files
EXHIBIT 10.16
THIS AGREEMENT (this “Agreement”), dated August 19, 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. |
| D. | The parties now desire to further increase the Series C Debentures Amount from $1,620,000 to $1,720,000 and fund the additional $100,000 added to the Series C Debentures Amount as the “Thirteenth 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”); and | |
| xiii. | $100,000 to be closed on or about August 20, 2013 (the “Thirteenth 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 $1,620,000 to $1,720,000.
2. The parties agree that the Series C Closing with respect to the Thirteenth Tranche ($100,000) shall take place on or about August 20, 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. | $100,000.00 |
| Less: | None | $0.00 |
| Net Proceeds: | Net Proceeds Payable to the Company | $100,000.00 |
[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