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EX-10.2 3 v315459_ex10-2.htm EXHIBIT 10.2

 

EXHIBIT 10.2

 

THIS AGREEMENT (this “Agreement”), dated May 31, 2012 is entered into by and between CARBONICS CAPITAL CORPORATION, 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 (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 second Series C Convertible Debenture in the face amount of $160,000 referred to in the Debenture Purchase Agreement as the “Second Funding.”

 

C.The parties desire to increase the amount of Second Funding of the second Series C Convertible Debenture to $200,000 and close on the issuance of such debenture on the terms and conditions set forth in this Agreement.

 

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 Second Funding shall take place on the date hereof and that the face amount of the Series C Convertible Debenture to be issued and sold at this closing shall be increased from $160,000 to $200,000.

 

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 Series C Closing with respect to the Second Funding, as modified herein, 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. $200,000.00
     
Less: None $0.00
     
Net Proceeds: Net Proceeds Payable to the Company $200,000.00

  

 

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Carbonics Capital Corporation   YA Global Investments, L.P.
         
    By: Yorkville Advisors, LLC
  Its: Investment Manager
By: /s/ Stephen Schoepfer     
Name: Stephen Schoepfer    By: /s/ Mark Angelo
Title: Chief Executive Officer     Name: Mark Angelo
    Its: Portfolio Manager
         

 

 
 

EXHIBT A

 

WIRING INSTRUCTIONS

 

 

   
Company:  
   
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. Westport is a wholly owned subsidiary of Carbonics.