CONSULTING
AGREEMENT


 


THIS
AGREEMENT is made as of and effective the 16th Day of November, 2015.


 


BETWEEN:


 


PETROSONIC
ENERGY INC., a company incorporated under the laws of the State of Nevada and having an office at 914 Westwood
Blvd. Suite 545 Los Angeles, CA, 90024, USA (the
“Company”)


  


AND:


 


ROCKREEF
ADVISORS, LLC., a company incorporated under the laws of the State of Delaware and having an office at 103 East
End Avenue, Shrewsbury, NJ 07702 (the “Consultant”)


 


WHEREAS:


 


	A.	The
    Company is a publicly owned/traded company whose common shares are listed on the “over-the-counter” market in
    the United States;
	 	 
	B.	The
    Company is engaged in the development and commercialization of enhanced sonic separation of materials, and related technologies,
    for application in the energy industry;
	 	 
	C.	The
    Consultant possesses certain management and industry expertise, knowledge and skill related to technology development and
    corporate development, which would be of a benefit to the Company;
	 	 
	D.	The
    Company wishes to engage the services of the Consultant to carry out and provide ongoing technical, business and advisory
    services to the Company, as further described herein to enable the Company to achieve its business objectives, subject to
    the terms and conditions set forth in this Agreement; and
	 	 
	E.	The
    Company and the Consultant have agreed to enter into this Agreement for the purpose of adhering to certain covenants.


 


NOW
THEREFORE in consideration of the terms and conditions herein contained, the parties covenant and agree as follows:


 




    	 



    	 	- 2 -	 



    

 


Article
1

ENGAGEMENT


 


Engagement


 


1.1Subject
to the terms and conditions set out herein, the Company hereby engages the Consultant to carry out and provide ongoing, business
and advisory services to the Company as specifically provided on Schedule “A” hereto (the “Services”)
during the Term (as hereinafter defined) in connection with the ongoing business objectives of the Company and the Consultant
agrees to such engagement. The Company and the Consultant acknowledge and agree that Keith R. McGee, the President of the Consultant
(the “Principal”) will be the individual responsible for carrying out the Services on behalf of the Consultant.


 


Appointment
of Consultant as President and Chief Operating Officer


 


1.2The
parties intend that the Principal will act as an officer of the Company and hold the title of President and Chief Operating Officer.
Principal to agree to accept such appointment provided that;


 


	 	(a)	the
    Principal may resign as President and Chief Operating Officer at any time;
	 	 	 
	 	(b)	any
    actions of the Principal as President and Chief Operating Officer shall be considered to be Services provided by the Consultant;


 


Commitment


 


1.3The
Consultant shall during the Term, devote such time, skill, attention and ability to the business and affairs of the Company as
may be reasonably required to effectively perform the Services, it being understood that the Consultant is permitted to undertake
other mandates during the Term.


 


Standard
of Care


 


1.4The
Consultant shall at all times during the Term:


 


	 	(a)	have
    the skill, expertise and capabilities necessary to effectively perform the Services under this Agreement;
	 	 	 
	 	(b)	perform
    the Services hereunder in an effective, professional and business like manner; and
	 	 	 
	 	(c)	carry
    out the Services in compliance with applicable laws of the State of Delaware, and other applicable laws of which the Consultant
    is provided written notice from time to time by the Company.


 




    	 



    	 	- 3 -	 



    

 


Responsibility
for Services


 


1.5The
Consultant shall report to and act at the direction of the Chief Executive Officer of the Company.


 


The
Consultant shall only have the duties and obligations to the Company that are expressly provided for herein, and no other duties
or obligations shall be implied.


 


Article
2

TERM


 


Term


 


2.1Subject
to the provisions on earlier termination of this Agreement contained herein, the term of this Agreement will be for a period of
two (2) years effective from November 15, 2015 (the “Effective Date”) and ending on the second anniversary
of the Effective Date (the “Term”).


 


Article
3

FEES


 


Consulting
Fee and Other Compensation


 


3.1The
following is a summary of the compensation to be paid by the Company to the Consultant for the Services:


 


	Options:	5,000,000
    shares (vesting as per Company plan); 
	 	 
	Retainer:	The
                                         Company will pay the Consultant fees of $6,000/month. Payment of the fees shall be made
                                         in respect of a month on the 15th day of the applicable month.

         

        The
Company will also reimburse the Consultant for reasonable out of pocket expenses incurred by the Consultant in relation to the
provision of the Services. Such expenses shall be approved beforehand by the CEO of the company. The Company agrees to make payment
of reimbursement within three days upon receipt of supporting documentation in respect of expenses incurred and approved
by the CEO of the company before hand.



 




    	 



    	 	- 4 -	 



    

 


Article
4

RELATIONSHIP


 


Independent
Contractor


 


4.1The
Consultant shall perform the Services pursuant to this Agreement as an independent contractor, and nothing in this Agreement shall
be construed as creating an employment, agency, joint venture or partnership relationship between the parties. The Consultant
acknowledges that it is responsible for remitting its own taxes and any contributions required by law to be remitted and that
the Company shall have no responsibility in respect of any failure by the Consultant to properly remit such amounts when due and
the Consultant agrees to indemnify and save the Company harmless from and against any and all assessments, losses or penalties
actually incurred by the Company in this respect to taxation of fees.


 


Article
5

TERMINATION


 


Termination
For Material Breach


 


5.1Either
the Company or the Consultant (in this Article the “Non-Defaulting Party”) may terminate this Agreement at
any time upon written notice only if the other party, including in the case of the Consultant, the Principal, (in this Article
the “Defaulting Party”) commits a material breach of any of the terms and conditions of this Agreement and,
in the case of a material breach capable of remedy, fails to remedy the same within 10 days after receipt of a written notice
from the Non-Defaulting Party giving particulars of the breach and requiring it to be remedied.


 


Termination
For Other Reasons


 


5.2Either
the Company or the Consultant (being the Non-Defaulting Party) may also terminate this Agreement immediately upon the happening
of any of the following events:


 


	 	(a)	the
    other party, including in the case of the Consultant, the Principal, (being the Defaulting Party) commits an act of fraud,
    dishonesty, gross malfeasance or wilful neglect of duty which is reasonably likely to cause, directly or indirectly, material
    injury or damage to the Non-Defaulting Party or its reputation or goodwill or which resulted or was intended to result in
    direct or indirect gain to or personal enrichment of the Defaulting Party; provided, however, that such act shall not constitute
    cause unless:


 


	 	(i)	the
    Non-Defaulting Party gives the Defaulting Party written notice setting out with specificity the reasons why the Non-Defaulting
    Party reasonably believes the Defaulting Party’s conduct falls within the criteria set forth in this subsection 5.2(a);
	 	 	 
	 	(ii)	the
    Defaulting Party shall have been provided the opportunity, if such conduct is susceptible to cure, to cure the specific inappropriate
    conduct within 5 calendar days following the receipt of written notice from the Non-Defaulting Party;
	 	 	 
	 	(iii)	after
    such 5 day period, the Non-Defaulting Party reasonably determines that the act or conduct has not been cured; and
	 	 	 
	 	(iv)	the
    termination is evidenced by a written notice from the Non-Defaulting Party; or
	 	 	 
	 	(v)	the
    Defaulting Party as a judicial manager or receiver appointed of the whole or substantially the whole of its assets, becomes
    bankrupt or makes any arrangement, proposal or composition with its creditors, or a resolution is passed or an order is made
    for the winding up or liquidation of the Defaulting Party.





 




    	 



    	 	- 5 -	 



    

 


Termination
by Company Due to Death or Disability


 


5.3The
Company may also terminate this Agreement immediately upon the happening of either of the following events:


 


	 	(a)	the
    death of the Principal;
	 	 	 
	 	(b)	in
    the event of illness, disease or mental or physical disability, the Principal becomes incapable of causing the Consultant
    to fulfill its duties under this Agreement for a period of three consecutive months or more; or
	 	 	 
	 	(c)	the
    Principal resigns as the President and Chief Operating Officer of the Company.


 


Termination
by Consultant and Company With Notice


 


5.4Both
the Consultant and Company may terminate this agreement on giving one month (1) prior notice in writing to each other of the effective
date of such termination, after the 4-month anniversary of the Effective Date.


 


No
Prejudice


 


5.5The
termination of this Agreement shall be without prejudice to any rights or obligations of any of the parties hereto which shall
have accrued prior to such termination and shall not destroy or diminish or affect any of the provisions of this Agreement which
expressly continue in force after such termination. For greater certainty, the Consultant shall be entitled to retain any shares
or options (referred to in section 3.1) which have vested as of the date of termination.


 




    	 



    	 	- 6 -	 



    

 


Article
6

INDEMNIFICATION


 


Indemnification
of Consultant


 


6.1The
Company agrees to indemnify and hold harmless the Consultant and its directors, officers, employees and shareholders (including
the Principal) (collectively, the “Indemnified Parties”) against actual or threatened investigations, demands,
claims, actions, suits, proceedings, or any losses (other than consequential losses or loss of profit), damages, penalties, liabilities,
fines any and/or expenses (including any legal or other expenses reasonably incurred in responding to or defending any action,
claim or other proceeding in respect thereof) (collectively, the “Claims”) to which any of Indemnified Parties
may become subject, or which may be suffered or incurred by any of the Indemnified Parties, and directly or indirectly arising
as a result of the Consultant having been engaged pursuant to this Agreement (and for greater certainty, such indemnification
shall include any Claims to which the Principal of the Consultant may become subject, or which he may suffer or incur, as a consequence
of holding the office of President and Chief Operating Officer of the Company, and any actions of the Principal as President and
Chief Operating Officer shall be deemed to be Services provided by the Consultant pursuant to this Agreement); provided however
that this indemnity shall not extend to any Claims which any of the Indemnified Parties may become subject in connection with
any acts or omissions of the Consultant in breach of its respective duties, obligations and covenants under this Agreement or
resulting from the gross negligence, wilful misconduct, illegality or fraud of the Consultant.


 


The
indemnification of the Indemnified Parties shall survive the termination of this Agreement. The Company hereby appoints the Principal
as the trustee for the other Indemnified Parties of the covenants of indemnification of the Consultant provided in this Agreement
and the Principal accepts such appointment.


 


Limitations
of Liability


 


6.2Notwithstanding
anything contained herein: (a) any liability of the Consultant to the Company shall not exceed the amount of any fees paid to
the Consultant under this Agreement; (b) the Consultant shall have no liability to the Company for loss of profits, indirect or
consequential loss or damages or punitive damages; and (c) the obligations of the Consultant hereunder are the obligations of
the Consultant only, and the Principal and any other directors, officers, employees or shareholders of the Consultant from time
to time shall have no liability to the Company or otherwise under this Agreement.


 




    	 



    	 	- 7 -	 



    

 


Article
7

GENERAL PROVISIONS


 


Notices


 


7.1All
notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand, or sent by electronic communication and addressed as follows:


 


To
the Company:


 


Petrosonic
Energy Inc.


Attention:
Art AgolliCEO


57
Valley Woods Way NW Calgary AB T3B6A5


e-mail:
art.agolli@gmail.com


 


To
the Consultant:


 


ROCKREEF
ADVISORS, LLC


Attention:Keith
McGee, President


103
East End Avenue, Shrewsbury NJ 07702


e-mail:
kmcgee@sustainablemc.com


 


or
to such other address, telecopier number or email address as may be given in writing by the parties and shall be deemed to have
been received, if delivered by hand, on the date of delivery and if telecopied to the telecopier numbers set out above, or sent
by email to the email addresses set out above, on the business day next following the date of transmission.


 


Entire
Agreement


 


7.2This
Agreement, together with the Indemnity Agreement (the “Indemnity Agreement”) between the Company and the Principal
dated the date hereof, represents the entire agreement between or involving the parties with respect to the subject matter hereof,
and cancels and supersedes any prior understandings and agreements between the parties with respect thereto. There are no representations,
warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other
than as expressly set forth herein.


 


No
Abrogation of Other Rights


 


7.3This
Agreement shall not operate to abrogate any other rights, in law or in equity, to which the Consultant or any other Indemnified
Parties may be entitled by operation of law or under any statute, by-law of the Company or agreement (including the Principal
as an Indemnified Party pursuant to the Indemnity Agreement), or otherwise.


 




    	 



    	 	- 8 -	 



    

 


Time
of Essence


 


7.4Time
is hereby expressly made of the essence of this Agreement with respect to the performance by the parties of their respective obligations
under this Agreement.


 


Binding
Effect


 


7.5This
Agreement shall endure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns.


 


Further
Assurances


 


7.6Each
of the parties hereto covenants and agrees to execute such further and other documents and instruments and do such further and
other things as may be reasonably required to implement and carry out the intent of this Agreement.


 


Assignment


 


7.7This
Agreement and the right and obligations hereunder may not be assigned in whole or in part by either the Company or the Consultant
without the prior written consent of the other.


 


Amendments


 


7.8No
amendment to this Agreement shall be valid unless it is evidenced by a signed agreement executed by all of the parties hereto.


 


Waiver


 


7.9Any
waiver by either party of a breach of provision herein shall not be construed as a waiver of any subsequent breach. Any waiver
of a breach of this Agreement must be in writing to be effective.


 


Governing
Law


 


7.10This
Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of the Province
of Alberta, Canada.


 


7.11In
the event that any provision of this Agreement or any part thereof is found to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Currency


 


7.12All
sums of money to be paid or calculated pursuant to this Agreement shall be paid or calculated in the currency of the United States
– US Dollars - unless otherwise expressly stated.


 




    	 



    	 	- 9 -	 



    

 


Captions
and Section Numbers


 


7.13The
headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement
and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.


 


Counterparts


 


7.14This
Agreement may be executed as one article, and delivered by fax or PDF email attachment, and will be deemed to be an original in
digital form, and all of which will constitute one agreement, effective as of the reference date given above.


 


IN
WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first above written.


  


	PETROSONIC
    ENERGY INC.	 
	 	 
	Per:	 	 
	 	Authorized
    Signatory	 


 


	ROCKREEF
    ADVISORS, LLC
	 
	Per:	 	 
	 	Keith
    McGee