Exhibit 10.3



 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 Act”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE Securities Act OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE 1933 Act AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.


 


WARRANT


 


To
Purchase 3,000,000 Shares of Common Stock of


 


PETROSONIC
ENERGY, Inc.


 


THIS
WARRANT (the “Warrant”) certifies that, for value received, Kuai Le Gu, LLC (the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after May 20, 2014 (the “Issue Date”) and on or prior to the ten-year anniversary of the Issue Date (the
“Termination Date”), but not thereafter, to subscribe for and purchase from Petrosonic Energy, Inc., a Nevada
corporation (the “Company”), up to 3,000,000 shares (the “Warrant Shares”) of common stock,
$0.001 par value per share, of the Company (the “Common Stock”). The purchase price of each share of Common
Stock under this Warrant shall be equal to $0.148 (the “Exercise Price”), subject to adjustment hereunder.
This Warrant is issued pursuant to the terms of that certain Cooperation Agreement of even date herewith, entered into by and
between the Holder and the Company.


 


1.
Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws and Section 7 of this Warrant,
this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder
in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form attached hereto as
Exhibit A (the “Assignment Form”), properly endorsed.


 


2.
Authorization of Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue).


 




    	 



    	 



    


 


3.
Exercise of Warrant.


 


(a)
Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Issue Date and on
or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by
notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) of a duly executed
facsimile copy of the Notice of Exercise in the form attached hereto as Exhibit B (the “Notice of Exercise”);
provided, however, within three (3) Business Days of the date said Notice of Exercise is delivered to the Company,
the Holder shall have surrendered this Warrant to the Company, and, if the Holder has not elected to make a cashless exercise
as provided below, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by
wire transfer or cashier’s check drawn on a United States bank. Certificates for Warrant Shares purchased hereunder shall
be delivered to the Holder no later than three (3) Business Days after the delivery to the Company of the Notice of Exercise,
surrender of this Warrant and, if the Holder has not elected to make a cashless exercise as provided below, payment of the aggregate
Exercise Price as set forth above (“Warrant Share Delivery Date”). Prior to the issuance of such Warrant Shares,
if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section
3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares as required pursuant to the terms hereof.


 


(b)
If this Warrant shall have been exercised in part, then the Company shall, at the time of delivery of the certificate or certificates
representing the Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


(c)
In the event that the Holder elects to make a cashless exercise as provided above, the Company shall issue to the Holder the number
of shares of Common Stock equal to the result obtained by (i) subtracting B from A, (ii) multiplying the difference by C, and
(iii) dividing the product by A, as set forth in the following equation:


 


	 	X	=	(A
                                         - B) x C where:
	 	 	 	A
	 	 	 	 
	 	X	=	the
                                         number of shares of Common Stock issuable upon a cashless exercise of the Warrant pursuant
                                         to the provisions of this Section 3.
	 	 	 	 
	 	A	=	the
                                         Fair Market Value (as defined below) of one share of Common Stock on the date of exercise.
	 	 	 	 
	 	B	=	the
                                         Exercise Price for one share of Common Stock under this Warrant.
	 	 	 	 
	 	C	=	the
                                         number of shares of Common Stock as to which this Warrant is exercisable.



 






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If
the foregoing calculation results in a negative number, then no shares of Common Stock shall be issued upon a cashless exercise.


 


For
the purpose of such calculations, the fair market value per share of the shares of Common Stock shall be, (i) if the cashless
exercise of the Warrant is in connection with a public offering of the Company’s Common Stock, the public offering price
(before deducting commission, discounts or expenses) at which the Common Stock is sold in such offering, (ii) if a public market
for the Company’s Common Stock exists at the time of such exercise, the average of the closing bid and asked prices of the
Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or closing price
quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as reported
by Bloomberg LP for the five (5) trading days prior to the date of determination of fair market value; or (iii) if there
is no public market for the Company’s Common Stock, determined by the Company’s Board of Directors in good faith.


 


4.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company
shall round such fraction of a share up to the nearest whole share.


 


5.
Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued
in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment
Form duly executed by the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto.


 


6.
Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


7.
Transfer, Division and Combination.


 


(a)
Subject to compliance with any applicable securities laws and with the provisions of Sections 1, 5 and 7(e) hereof, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the
Company, together with an Assignment Form completed and duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations
specified in the Assignment Form, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.


 




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(b)
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.


 


(c)
The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under
this Section 7.


 


(d)
The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.


 


(e)
If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be registered pursuant to an effective registration statement under the 1933 Act and under applicable state securities
or blue sky laws, the Company may require, as a condition of allowing such transfer: (i) that the Holder or assignee of this Warrant,
as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary
for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the
1933 Act and under applicable state securities or blue sky laws; (ii) that the Holder or assignee execute and deliver to the Company
an investment representation letter in form and substance reasonably satisfactory to the Company; and (iii) that the assignee
be an “accredited investor” as defined in Rule 501(a) promulgated under the 1933 Act or a qualified institutional
buyer as defined in Rule 144A(a) under the 1933 Act.


 


8.
No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant, the delivery of the Notice of
Exercise, and the payment of the aggregate Exercise Price and the payment of all taxes required to be paid by the Holder prior
to the issuance of the Warrant Shares pursuant to Section 5, if any, the Warrant Shares so purchased shall be, and be deemed to
be, issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender,
delivery or payment.


 


9.
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, may include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 




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10.
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


11.
Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time to time if the Company shall: (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivide
its outstanding shares of Common Stock into a greater number of shares; (iii) combine its outstanding shares of Common Stock into
a smaller number of shares of Common Stock; or (iv) issue any shares of its capital stock in a reclassification of the Common
Stock. Upon the happening of any of the events set forth in subsections (i)-(iv) of this Section 11(a), the number of Warrant
Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled
to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled
to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares
or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number
of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company
that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to the record date, if any, for such event.


 


12.
Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize
its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the
surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell,
transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation,
or any cash, shares of stock or other securities or property of any nature whatsoever (excluding cash but including warrants or
other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall
have the right thereafter to receive the number of shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith
by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant
is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes
of this Section 12, “common stock of the successor or acquiring corporation” shall include stock of such corporation
of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible
into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12
shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 




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13.
Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


14.
Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof
to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was
made.


 


15.
Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable
law or regulation.


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending the Company’s Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will: (i) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such
action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (iii) use commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under this Warrant.


 




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Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


16.
Miscellaneous.


 


(a)
Jurisdiction. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to principles of conflict of laws.


 


(b)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


(c)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all
rights hereunder terminate on the Termination Date.


 


(d)
Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to
have been made when delivered or mailed by first class mail, postage prepaid, as follows: (a) if to the Holder, at the address
of the Holder as shown on the registry books maintained by the Company or the Transfer Agent; and (b) if to the Company, at Kuai
Le Gu, LLC Attention Chief Executive Officer.


 


(e)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant
or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability
of Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


(f)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


 


(g)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


(h)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


(i)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


Dated:
May 21, 2014


 


	 	PETROSONIC
    ENERGY, INC. 
	 	 
	 	By:	/s/
    Art Agolli
	 	Name:	Art
    Agolli
	 	Title:	Chief
    Executive Officer


 




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EXHIBIT
A


 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	 	 	whose
    address is



 








	 	 
	 	 
	 	 



 





		Dated:	 	,	 



 


	 	Holder’s
    Signature:	 	 
	 	 	 	 
	 	Holder’s
    Address:	 	 
	 	 	 	 
		 	 	 
	 	 	 	 
	Signature
    Guaranteed:	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 




    	 



    	 



    


 


EXHIBIT
B


 


NOTICE
OF EXERCISE


 


To:
Petrosonic Energy, Inc.


 


The
undersigned, the Holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by the Warrant
for, and to purchase thereunder, _______ shares of Common Stock (as such terms are defined in the Warrant, dated ____________,
2014, issued by Petrosonic Energy, Inc. to _________________.


 


	 	[  ]	(Cash
    Exercise) The undersigned has included with this Form of Subscription the purchase price of such shares in full.
	 	 	 
	 	[  ]	(Cashless
    Exercise) The undersigned elects to purchase such shares pursuant to the net exercise provisions of such Warrant. 


 


The
undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es)
as follows:


 


	Name:
    	 	 
	Address:
    	 	 
	Social
    Security Number: 	 	 
	Deliver
    to: 	 	 
	Address:
    	 	 


 


If
the foregoing Subscription evidences an exercise of the Warrant to purchase fewer than all of the Warrant Shares (or other securities
or property) to which the undersigned is entitled under such Warrant, please issue a new Warrant, of like tenor, for the remaining
portion of the Warrant (or other securities or property) in the name(s), and deliver the same to the address(es) as follows:


 


	Name:	 	 
	Address:	 	 



 


DATED:
____________, 201__. 




 


	 	 	 
	(Name
    of Holder)	 	 
	 	 	 
		 	 
	(Signature
    of Holder or Authorized Signatory)	 	(SS or TIN of Holder) 
	 	 	 
	Signature
    Guaranteed: