THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM
AND THE ISSUER OF THESE SECURITIES HAS BEEN PROVIDED WITH AN OPINION OF LEGAL COUNSEL TO THE HOLDER IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER OF THESE SECURITIES TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION
UNDER SUCH LAWS.


 






 


 


	Date of Issuance: January __, 2013	Number of Shares 	 
	Warrant No. ___	(subject to adjustment)





 





 



 


PETROSONIC ENERGY, INC.


A NEVADA CORPORATION


 


 









 


 Warrant


 


Petrosonic
Energy, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that_______________________
(the “Initial Holder”), or its registered assigns (the Initial Holder or such registered assigns shall be referred
to as the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
at any time on or after the Exercise Date and on or before the Expiration Date, up to___________ shares (the “Warrant
Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a purchase
price of $0.50 per share (the “Purchase Price”). The number of shares of Warrant Shares and the Purchase Price
may be adjusted from time to time pursuant to the provisions of this Warrant. As used herein, “Exercise Date”
means any date after the date hereof and prior to the Expiration Date on which the Registered Holder elects by written notice
to the Company to exercise this Warrant.


 


1.Exercise.


 


(a) Manner of Exercise.
This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise
form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized
attorney, at the principal office of the Company, or at such other office or agency as the Company may designate in writing, accompanied
by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Shares purchased upon such exercise.
The Purchase Price may be paid by cash, check, or wire transfer.


 


(b) Effective Time
of Exercise . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the
person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in
Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.


 


(c) Delivery to
Holder. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within ten (10) days
thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may direct:


 


(i) a certificate
or certificates for the number of shares of Warrant Shares to which such Registered Holder shall be entitled, and


 





 



    	 



    	 



    






 




 


 





(ii) in case such
exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face
or faces thereof for the number of shares of Warrant Shares equal (without giving effect to any adjustment therein) to the number
of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such
exercise as provided in Section 1(a) above.


 


2.Adjustments.


 


(a) Stock Splits
and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares
or a dividend in Common Stock shall be paid in respect of Common Stock, then the Purchase Price in effect immediately prior to
such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately
after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into
a smaller number of shares, then the Purchase Price in effect immediately prior to such combination shall, simultaneously with
the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase
Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined
by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately
after such adjustment.


 


(b) Reclassification,
Etc. In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the
Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant)
or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the
exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall
be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such
consummation, the stock or other securities or property to which such holder would have been entitled upon such consummation if
such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section
2; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable
upon the exercise of this Warrant after such consummation.


 


(c) Adjustment Certificate.
When any adjustment is required to be made in the Warrant Shares or the Purchase Price pursuant to this Section 2, the Company
shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment,
(ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which
this Warrant shall be exercisable after such adjustment.


 


3.Transfers.


 


(a) Unregistered
Security. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act ”), and may not be sold, pledged, distributed, offered for sale, transferred or otherwise disposed of in the absence
of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares and registration or qualification
of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion
of counsel, reasonably satisfactory to the Company, that such registration or qualification is not required. Each certificate or
other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing
effect.


 


(b) Transferability.
Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office
of the Company.


 


(c) Warrant
Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this
Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as
the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in
blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown
on the warrant register by written notice to the Company requesting such change.


 





 



    	 



    	 



    



 




 


4. No Impairment.
The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of
assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will (subject to Section 11 below) at all times in good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment.


 


5. Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate two (2) years from the date of
issuance of this Warrant (the “Expiration Date”).


 


6.
Notices of Certain Transactions. In the event:


 


(a) the Company shall
take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe
for or purchase any shares of stock of any class or any other securities, or to receive any other right, or


 


(b) of any capital
reorganization of the Company, any reclassification of the capital stock of the Company, or any consolidation or merger of the
Company with or into another corporation, or


 


(c)of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company,


 


then, and in each such case, the Company
will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reclassification, reorganization, consolidation, merger, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares
shall be entitled to exchange their shares of Warrant Shares (or such other stock or securities) for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice.


 


7. Reservation
of Stock. The Company will at all times reserve and keep available out of its authorized but unissued stock, solely
for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized
shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant and other similar Warrants. All
of the shares of Common Stock issuable upon exercise of this Warrant and other similar Warrants, when issued and delivered in accordance
with the terms hereof and thereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or
other encumbrance other than restrictions on transfer arising under applicable securities laws and restrictions imposed by Section
3 hereof.


 


8. Exchange
of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company
at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or
upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling
in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant
or Warrants so surrendered.


 


9.
Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of
like tenor.


 


 





 






    	 



    	 



    
 




 


10. Notices.
Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in
the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to the
Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the
Company, to the address set forth below or subsequently modified by written notice to the Registered Holder.


 


11. No Rights
as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue
hereof as a stockholder of the Company.


 


12. Representations
of Registered Holder. By acceptance of this Warrant, the Registered Holder hereby represents and acknowledges to the
Company that:


 


(a) this Warrant and
the Warrant Shares are “restricted securities” as such term is used in the rules and regulations under the Securities
Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and
that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate
exemptions;


 


(b) the Registered
Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the
restrictions on transfer contained herein;


 


(c) the Registered
Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution
of this Warrant and the Warrant Shares and it has no intention of selling such securities in a public distribution in violation
of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the
Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and
state securities laws; and


 


(d) the Company may
affix one or more legends, including a legend in substantially the following form (in addition to any other legend(s), if any,
required by applicable state corporate and/or securities laws) to certificates representing Warrant Shares:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN


 


REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS PERMITTED UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND THE ISSUER OF THESE SECURITIES HAS BEEN
PROVIDED WITH AN OPINION OF LEGAL COUNSEL TO THE HOLDER IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES TO
THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER SUCH LAWS.”


 


13. No Fractional
Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which
would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value
of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.


 





 






    	 



    	 



    
   




 


14. Amendment
or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered
Holder.


 


15. Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.


 


16. Governing
Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without
giving effect to principles of conflicts of law.


 


[Remainder of Page Intentionally Left Blank]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 


 






    	 



    	 



    



 




 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed and delivered by its authorized officer as of the date first above written.


 


 





	 	PETROSONIC ENERGY, INC., a Nevada corporation
	 	 	 
	 	 	 
	 	Signed: __________________________________
	 	 	 
	 	By: ______________________________________
	 	 	 
	 	Title: _____________________________________
	 	 	 
	 	 	 
	 	Address:	57 Valley Woods Way NW
	 	 	Calgary, AB Canada
	 	 	 
	 	 	T3B 6A5
	 	 	 
	 	 	 
	 	Phone No.: 	(403) 708-7869







 


 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE]


 


 





 



    	 



    	 



    



 




 





EXHIBIT A


 


PURCHASE/EXERCISE FORM


 


To:PETROSONIC ENERGY, INC.Dated:_________________


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant No. ___ hereby irrevocably elects to purchase _____ shares of the Common Stock
covered by such Warrant and herewith makes payment of $_________, representing the full purchase price for such shares at the price
per share provided for in such Warrant.


 


The undersigned acknowledges
that it has reviewed the representations and warranties contained in Section 12 of the Warrant and by its signature below hereby
makes such representations and warranties to the Company as of the date hereof.


 


The undersigned further
acknowledges that it has reviewed that certain Securities Purchase Agreement, dated as of January __, 2013, among the Company and
certain holders of the Company’s securities (as amended from time to time) and agrees to be bound by such provisions.


 





	 	Signature: ___________________________________
	 	 
	 	Name (print): _________________________________
	 	 
	 	Title (if applic.) _______________________________
	 	 
	 	Company (if applic.): ___________________________







 


 


 


 


 


 


 


 


 


 


 


 


 


 





 






    	 



    	 



    
   




 


 


EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
_________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached
Warrant with respect to the number of shares of Common Stock covered thereby set forth below, to:


 


Name of AssigneeAddress/Fax NumberNo.
of Shares


 


 


 


	Dated:__________________________	Signature: ___________________________________
	 	 
	 	                    __________________________________  
	 	 
	 	Witness: ____________________________________