REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”), is made and entered into as
of January __, 2013, by and among Petrosonic Energy, Inc., a Nevada corporation (the “Company”),
and the investors executing a counterpart signature page to this Agreement (collectively, the “Investors”
and each individually, an “Investor”).


 


RECITALS


 


WHEREAS, the Company and the Investors are
parties to a Securities Purchase Agreement, dated as of even date herewith (the “Purchase
Agreement”), pursuant to which the Investors are purchasing shares of Common Stock (as defined below) of the Company;
and


 


WHEREAS, in connection with the consummation
of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire
to enter into this Agreement in order to grant certain registration rights to the Investors as set forth below.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:


 


1.Defined Terms. As used in this
Agreement, the following terms shall have the following meanings:


 


“Affiliate” of
a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. The term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” has
the meaning set forth in the preamble.


 


“Board” means
the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).


 


“Commission” means
the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the
time.


 


“Common
Stock” means the common stock, $0.001 par value per share, of the Company and any other common equity securities
issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend
or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution,
recapitalization, merger, consolidation or other corporate reorganization).


 


“Company” has
the meaning set forth in the preamble.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and
regulations thereunder, which shall be in effect from time to time.


 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency
or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory
authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority
have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.


 


“Investors” has
the meaning set forth in the preamble.


 






    	 



    	 



    
 


 


“Person” means
an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


“Piggyback
Registration” has the meaning set forth in Section 3(a).


 


“Prospectus” means
the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and
by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses.


 


“Purchase
Agreement” has the meaning set forth in the recitals.


 


“Registrable
Securities” means (a) any shares of Common Stock held by the Investors, and (b) any shares of Common Stock issued
or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that for purposes
of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then
acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As
to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement
covering such securities has been declared effective by the Commission and such securities have been disposed of pursuant to such
effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of
Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such securities become eligible for
resale pursuant to Rule 144, as reasonably determined by the Company, (iv) such securities are otherwise transferred and such securities
may be resold without subsequent registration under the Securities Act, or (v) such securities shall have ceased to be outstanding.


 


“Registration
Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.


 


“Rule
144” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule
thereto (such as Rule 144A).


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations
thereunder, which shall be in effect from time to time.


 


“Selling
Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable
fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section
6.


 


2.Registration Rights. Within 6
months after the Company has sold at least $1,500,000 of Common Stock pursuant to the Purchase Agreement, the Company shall use
reasonable best efforts to cause a Registration Statement on Form S-1 (or any successor form) to be filed and shall use its reasonable
best efforts to cause such Registration Statement to be declared effective by the Commission.


 


3.Piggyback Registration.


 


(a)Whenever the Company proposes to
register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee
benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4, S-8
or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public),
whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement
to be used may be used for any registration of Registrable Securities (a “Piggyback
Registration”), the Company shall give prompt written notice (in any event no later than 15 days prior to the filing
of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject
to Section 3(b)


, shall include in such registration all Registrable Securities with respect to which the Company has
received written requests for inclusion from the holders of Registrable Securities within 15 days after the Company’s notice
has been given to each such holder.


 






    	 



    	 



    



 


(b)If a Piggyback Registration is initiated
as a secondary underwritten offering on behalf of the Company or a holder of Common Stock other than Registrable Securities, and
the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities
have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion that marketing factors
require a limitation of the number of shares to be underwritten, the Company shall include in such registration (i) first, the
number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested
to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number
of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number
of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities),
allocated among such holders in such manner as they may agree.


 


4.Lock-up Agreement. Each Investor
hereby agrees that such Investor shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter
into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the
Company held by such Investor (other than those included in the registration) during the 90-day period following the effective
date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the
Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar
rule or regulation); provided, that all officers and directors of the Company are bound by and have entered into similar agreements.
The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form
S-4 or similar forms that may be promulgated in the future.


 


5.Registration Procedures. If and
whenever any Registrable Securities are to be registered pursuant to the provisions of this Agreement, the Company shall use its
reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:


 


(a)subject to Section 2


, prepare and file with the Commission a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective;


 


(b)prepare and file with the Commission
such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for a period of not less than 90 days, or if earlier,
until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect
to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration
Statement;


 


(c)furnish to each selling holder of
Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary
Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and
such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;


 


(d)notify each selling holder of such
Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of
the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such holder,
the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary
to make the statements therein not misleading;


 




    	 



    	 



    



 


(e)advise the holders of Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose
and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest
possible moment if such stop order should be issued;


 


(f)otherwise use its reasonable best
efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.


 


6.Expenses. All expenses (other
than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with
the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting
expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration,
fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s
counsel and accountants, shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant
to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable
Securities registered for each such holder.


 


7.Indemnification.


 


(a)The Company shall indemnify and hold
harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors,
managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such
holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and
expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar
as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined
in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or
alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with
any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably
incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except
insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly
for use therein or by such holder’s failure to deliver a copy of the Registration Statement, Prospectus, free-writing prospectus
(as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto (if the same was required
by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number of copies of the same
prior to any written confirmation of the sale of Registrable Securities.


 


(b)In connection with any registration
in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and,
to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the
Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of
Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any
untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus,
free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished
in writing by such holder; provided, that the obligation to indemnify shall be several, not joint and several, for each
holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder
from the sale of Registrable Securities pursuant to such Registration Statement.


 


 



    	 



    	 



    



 


(c)Promptly after receipt by an indemnified
party of notice of the commencement of any action involving a claim referred to in this Section 7


, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give
written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying
party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve
the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case
any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume
the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with
any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified
party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified
party in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded
that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict
with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified
party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of
such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such
consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such
indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained
by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying
party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate
counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the
indemnifying party.


 


(d)If the indemnification provided for
hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim,
damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability
or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect
of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds
(after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected
pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation
or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person
guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.


 


8.Participation in Underwritten Registrations.
No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.


 


 



    	 



    	 



    



 


9.Termination. This Agreement shall
terminate and be of no further force or effect when the Registrable Securities first become eligible for resale pursuant to Rule
144, as reasonably determined by the Company, or there are otherwise no longer any Registrable Securities outstanding .


 


10.Notices. All notices, requests,
consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given
(a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation
of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business
hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 10).


 


 





	 	(a)	if to the Company, to:	Petrosonic Energy, Inc.
	 	 	 	57 Valley Woods Way NW
	 	 	 	Calgary, AB, Canada
	 	 	 	T3B 6A5
	 	 	 	Attn: Chief Executive Officer
	 	 	 	Phone: (403) 708-7869
	 	 	 	 
	 	(b)	with a copy to:	Greenberg Traurig LLP
	 	 	 	1201 K Street, Suite 1100
	 	 	 	Sacramento, CA 95814
	 	 	 	Attn: Mark C Lee
	 	 	 	Phone: (916) 442-1111
	 	 	 	Fax: (916) 448-1709







 


11.Entire Agreement. This Agreement,
together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement
of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the
event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions
of this Agreement shall control.


 


12.Successor and Assigns. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Each Investor may assign its rights hereunder to any purchaser or transferee of Registrable Securities; provided,
that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart
to this Agreement agreeing to be treated as an Investor whereupon such purchaser or transferee shall have the benefits of, and
shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in
the definition of an Investor herein and had originally been a party hereto.


 


13.No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever, under or by reason of this Agreement.


 






    	 



    	 



    
 


 


14.Headings. The headings of the
various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this
Agreement.


 


15.Amendment, Modification and Waiver.
Except as otherwise provided herein, the provisions of this Agreement may only be amended, modified, supplemented or waived with
the prior written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or
parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such
written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise
set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from
this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.


 


16.Severability. In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


17.Governing Law. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without giving effect to the
principles of conflicts of law.


 


18.Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto
and delivered to the other parties.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 


 


 



    	 



    	 



    




 


IN WITNESS WHEREOF, the parties
hereto have executed this Registration Rights Agreement on the date first written above.


 


 





	 	 
	 	Petrosonic Energy, Inc.
	 	 
	 	 
	 	By: _______________________________
	 	 
	 	Print Name: _________________________
	 	 
	 	Title: ______________________________







 






    	 



    	 



    
 


Registration
RIGHTS AGREEMENT


(Counterpart Signature Page)


 


The undersigned hereby (i) acknowledges
and agrees that the undersigned has read and reviewed the terms of the Petrosonic Energy, Inc. Registration Rights Agreement,
dated January __, 2013 (the “Rights Agreement”), (ii) agrees that the undersigned and, if
applicable, the Registrable Securities (as defined in the Rights Agreement), shall at all times be subject to the provisions
of the Rights Agreement, and agrees to be bound by the terms and conditions of the Rights Agreement, and (iii) intends and
agrees that this document shall for all purposes constitute a counterpart signature page to the Rights Agreement.


 


 


 


	 	Investor: ___________________________ 
	 	 
	 	By: _______________________________
	 	 
	 	Print Name: _________________________
	 	 
	 	Title: ______________________________