SECOND AMENDMENT TO STOCK GRANT AGREEMENT

Exhibit 10.2

THIS SECOND AMENDMENT TO STOCK GRANT AGREEMENT (this “Amendment”) dated and effective as of November 30, 2015 (the “Amendment Effective Date”), is made by and between Hydrocarb Energy Corporation, a corporation duly formed and existing under the laws of the State of Nevada (the “Company”) and each of Shadow Tree Funding Vehicle A—Hydrocarb LLC, a limited liability company duly formed and existing under the laws of the State of Delaware, its successors and assigns, and Quintium Private Opportunities Fund, LP, its successors and assigns (each a “Grantee” and toegether, the “Grantees”), being the parties to that certain Stock Grant Agreement dated as of August 15, 2014 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company and Grantees are parties to a certain Amended and Restated Credit Agreement, originally dated as of August 15, 2014, and amended and restated as of June 10, 2015, and further amended by the terms of a First Amendment to Amended and Restated Credit Agreement effective on or about the Amendment Effective Date (the “Credit Agreement”), under which each Grantee has extended certain loans to the Company (the “Loans”), and as partial consideration for Grantees making such loans to the Company, in the Credit Agreement, the Company initially had agreed to issue and convey to Grantees a total of 150,000 shares, and subsequently the Company and Grantees agreed to reduce such number of shares to 92,500, as reflected and implemented in a First Amendment to Stock Grant Agreement with an effective date of June 10, 2015 (“Stock Grant Amendment 1”), and the Company and Grantees now have agreed, as set forth in the First Amendment to Amended and Restated Credit Agreement referred to above (the “Credit Agreement Amendment”), to increase such number of shares such that the Company shall issue and convey to Grantees a total of 192,500 shares (such shares issued and conveyed to Grantees hereunder, the “Common Shares”) of common stock (the “Common Stock”) of the Company, in proportion to the relative sizes of the loans and commitments made by the Grantees, subject to the terms and conditions set forth in the Agreement as amended by the terms of this Amendment.

NOW THEREFORE, in consideration of the extension by Grantees to the Company of the Loans pursuant to the terms of the Credit Agreement, and of the additional consideration delivered to the Company by Grantees as provided and set forth in the Credit Agreement Amendment, and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Amendment to Section 1 of the Agreement. Superseding and replacing the amendment effected by Section 1 of Stock Grant Amendment 1, the parties, by this Amendment, hereby amend and restate Section 1 of the Agreement in its entirety, to read as follows:

Section 1. For the consideration recited above and recited in the Second Amendment to Stock Grant Agreement dated and effective as of November 30, 2015, and no additional consideration, the Company agrees to issue and convey to the Grantees, or to an Affiliate designated by a Grantee, the Common Shares (the “Stock Grant”), in the following installments (each date of issuance that follows, an “Issuance Date”):

i.	60,000 Common Shares on August 15, 2014;

ii.	32,500 Common Shares on June 10, 2015;

iii.	100,000 Common Shares on December 1, 2015

75% of each such conveyance of Common Shares shall be issued and conveyed to Shadow Tree Income Fund A LP, and 25% of each such conveyance of Common Shares shall be issued and conveyed to Quintium Private Opportunities Fund, LP.

2. Representations and Warranties. Each party hereby represents and warrants to the other parties that the execution, delivery and performance by the party of this Amendment has been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any person in order to be effective and enforceable. The Company hereby represents and warrants to the Grantees that, giving effect to this Amendment, on and as of the Amendment Effective Date all representations and warranties of the Company contained in Section 3(b) of the Agreement are true and correct in all material respects.

3. General Provisions.

(a) This Amendment shall be binding upon and inure to the benefit of the parties to the Agreement and their respective successors and assigns.

(c) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by the other party thereto either in the form of an executed original or an executed original with digital signatures sent by electronic transmission with the same force and effect as the delivery of a hard copy original.

(d) This Amendment supersedes all prior drafts and communications with respect hereto. This Amendment may not be amended except in accordance with the provisions of the Agreement.

(e) Except as expressly amended pursuant hereto, the Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects.

[Signature Page Follows.]

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IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the Effective Date.

COMPANY:	HYDROCARB ENERGY CORPORATION

	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: CEO



GRANTEE:	SHADOW TREE FUNDING VEHICLE A—HYDROCARB LLC
	By:	Shadow Tree Capital Management LLC, Investment Manager


	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Manager



GRANTEE:	QUINTIUM PRIVATE OPPORTUNITIES FUND, LP
	By:	Quintium Advisors, LLC, its Investment Manager


	By:	/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Associate

[Signature Page to Second Amendment to Stock Grant Agreement.]

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SECOND AMENDMENT TO STOCK GRANT AGREEMENT

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