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:  09/05, 2012	Number of Shares 280,000
	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 Jackson Bennett LLC (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 140,000 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.


 


This Warrant is issued
pursuant to that Securities Purchase Agreement, dated as of 09/05, 2012, by and among the Company and the Initial Holder.


 


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:


 




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(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.


 




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(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 one (1) year 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.


 




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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.” 









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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]


 




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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: 	/s/ Art Agolli	 
	 	 	 	 
	 	By:	Art Agolli	 
	 	 	 	 
	 	Title:	CEO	 


 


	 	Address:	57 Valley Woods Way NW
	 	 	Calgary, AB Canada
	 	 	T3B 6A5
	 	 	 
	 	Phone No.:	(403) 708-7869