PETROSONIC ENERGY, INC.


 


2013 EQUITY INCENTIVE PLAN


 


As Adopted July 3, 2013


 


 


		1.	PURPOSE.



 


The purpose of this Plan is to provide incentives
to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the
Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company’s future
performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined in the
text are defined in Section 2.


 


		2.	DEFINITIONS.



 


As used in this Plan, the following terms
will have the following meanings:


 


“AWARD” means
any award under this Plan, including any Option, Stock Award or Stock Bonus.


 


“AWARD AGREEMENT”
means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms
and conditions of the Award.


 


“BOARD” means
the Board of Directors of the Company.


 


“CAUSE” means
any cause, as defined by applicable law, for the termination of a Participant’s employment with the Company or a Parent or
Subsidiary of the Company.


 


“CODE” means the
Internal Revenue Code of 1986, as amended.


 


“COMMON STOCK”
means the common stock, $0.001 par value, of Petrosonic Energy, Inc., a Nevada corporation, or any successor corporation.


 


“COMPANY” means
Petrosonic Energy, Inc., a Nevada corporation, or any successor corporation.


 


“COMMITTEE” means
the Compensation Committee of the Board of Directors which shall administer and interpret the Plan as more particularly described
in Section 5 of the Plan; provided, however, that the term Committee will refer to the Board of Directors during such times
as the Board of Directors has no Compensation Committee.


 


“DISABILITY” means
a disability, whether temporary or permanent, partial or total, as determined by the Committee, provided that with respect to any
individual who is an employee or other “service provider”, disability shall be determined in accordance with Section
409A of the Code and related regulations..


 


“EXCHANGE ACT”
means the Securities Exchange Act of 1934, as amended.


 






    	 



    	 



    

  


“EXERCISE PRICE”
means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.


 


“FAIR MARKET VALUE”
means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


(a)if such Common Stock is
publicly traded and is then listed on a national securities exchange or on Nasdaq, its official closing price on the date of determination
on the principal national securities exchange on which the Common Stock is listed or admitted to trading or on Nasdaq;


 


(b)if such Common Stock is
quoted on the Over-the-Counter Bulletin Board, its last sale price on the Over-the-Counter Bulletin Board on the date of determination,
provided, however, if no sale takes place on the date of determination then the Fair Market Value will be the last sale price on
the Over-the-Counter Bulletin Board on the last trading day prior to the determination date on which a sale was recorded; or


 


(c)if neither of the
foregoing is applicable, by the Committee in good faith and in accordance with requirements under Section 409A of the Code and
related regulations.


 


“INSIDER” means
an officer or director of the Company or a Ten Percent Shareholder, as defined in Section 6.3.


 


“OPTION” means
an award of an option to purchase Shares pursuant to Section 6.


 


“PARENT” means
any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


 


“PARTICIPANT”
means a person who receives an Award under this Plan.


 


“PERFORMANCE FACTORS”
means the factors selected by the Committee, in its sole and absolute discretion, which may be from among, but are not limited
to, the following measures to determine whether the performance goals applicable to Awards have been satisfied:


 


		(a)	Net revenue and/or net revenue growth;



 


		(b)	Earnings before income taxes and amortization and/or
earnings before income taxes and amortization growth;



 


		(c)	Operating income and/or operating income growth;



 


		(d)	Net income and/or net income growth;



 


		(e)	Earnings per share and/or earnings per share growth;



 


		(f)	Total shareholder return and/or total shareholder return
growth;



 


		(g)	Return on equity;



 






    	 



    	 



    

 


		(h)	Operating cash flow return on income;



 


		(i)	Adjusted operating cash flow return on income;



 


		(j)	Economic value added; and



 


		(k)	Individual business objectives.



 


“PERFORMANCE PERIOD”
means the period of service determined by the Committee, not to exceed five years, during which years of service or performance
is to be measured for Stock Awards or Stock Bonuses, if such Awards are restricted.


 


“PLAN” means this
Petrosonic Energy, Inc. 2013 Equity Incentive Plan, as amended from time to time.


 


“PURCHASE PRICE”
means the price at which the Participant of a Stock Award may purchase the Shares.


 


“SHARES” means
shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 3 and 18, and
any successor security.


 


“STOCK AWARD”
means an award of Shares pursuant to Section 7.


 


“STOCK BONUS”
means an award of Shares pursuant to Section 8.


 


“SUBSIDIARY” means
any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.


 


“TERMINATION”
or “TERMINATED” means, for purposes of this Plan with respect to a Participant, that the Participant
has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor
to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the
case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Company, provided that such leave
is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute
or unless provided otherwise pursuant to a formal policy adopted from time to time by the Company and issued and promulgated to
employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of the Award while on leave from the employ of the Company or a Subsidiary as it may deem appropriate, except
that in no event may an Option be exercised after the expiration of the term set forth in the Option agreement. The Committee will
have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant
ceased to provide services (the “Termination Date”).


 


		3.	SHARES SUBJECT TO THE PLAN.



 


3.1Number of Shares Available.
Subject to Sections 3.2, 3.3 and 18, the total aggregate number of Shares reserved and available for grant and issuance pursuant
to this Plan, shall be 8,000,000 Shares and will include Shares that are subject to: (a) issuance upon exercise of an Option but
cease to be subject to such Option for any reason other than exercise of such Option; (b) an Award granted hereunder but forfeited
or repurchased by the Company at the original issue price; and (c) an Award that otherwise terminates without Shares being issued.
At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements
of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan.


 






    	 



    	 



    

  


3.2Increase in Number of Shares Available.
The maximum aggregate number of Shares that may be granted under the Plan will be increased effective the first day of each of
the Company’s fiscal quarters, beginning with the fiscal quarter commencing April 1, 2013, (the “Adjustment Date”)
by an amount equal to the lesser of:


 


(i)10% of the difference between the number of
shares of Common Stock outstanding on the applicable Adjustment Date and the number of shares of Common Stock outstanding at the
beginning of the fiscal quarter immediately preceding the Adjustment Date; or


 


(ii)such lesser number of Shares as may be determined
by the Board,


 


provided, however, that
the number of Shares that may be granted under the Plan may not exceed 12,000,000 Shares.


 


3.3Adjustment of Shares. In the
event that the number of outstanding shares of Common Stock is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to
outstanding Options, and (c) the number of Shares subject to other outstanding Awards will be proportionately adjusted, subject
to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws; provided,
however, that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value
of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee.


 


		4.	ELIGIBILITY.



 


ISOs (as defined in Section
6 below) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent
or Subsidiary of the Company. All other Awards may be granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent or Subsidiary of the Company, provided such consultants, independent contractors and
advisors are natural persons who render bona-fide services not in connection with the offer and sale of securities in a capital-raising
transaction or promotion of the Company’s securities. A person may be granted more than one Award under this Plan.


 


		5.	ADMINISTRATION.



 


		5.1	Committee.



 


(a)The Plan shall be administered and interpreted by
a Committee consisting of two or more members of the Board. So long as the Company has a class of its equity securities registered
under Section 12 of the Exchange Act, any Committee administering the Plan will consist solely of two or more members of the Board
who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and, if the Board so determines
in its sole discretion, who are “outside directors” within the meaning of Section 162(m) of the Code. To the extent
consistent with corporate law, the Committee may delegate to any officers of the Company the duties, power and authority of the
Committee under the Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that only
the Committee may exercise such duties, power and authority with respect to Participants who are subject to Section 16 of the Exchange
Act.


 






    	 



    	 



    

  


(b)Members of the Committee may resign at any time by
delivering written notice to the Board. The Board shall fill vacancies in the Committee. The Committee shall act by a majority
of its members in office. The Committee may act either by vote at a meeting or by a memorandum or other written instrument signed
by a majority of the Committee.


 


(c)If the Board, in its discretion, does not appoint
a Committee, the Board itself will administer and interpret the Plan and take such other actions as the Committee is authorized
to take hereunder; provided that the Board may take such actions hereunder in the same manner as the Board may take other actions
under the Certificate of Formation and bylaws of the Company generally.


 


		5.2	Committee Authority. Without limitation, the
Committee will have the authority to:



 


(a)construe and interpret
this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b)prescribe, amend and rescind rules
and regulations relating to this Plan or any Award;


 


(c)select persons to receive
Awards;


 


(d)determine the form and
terms of Awards;


 


(e)determine the number of Shares or other
consideration subject to Awards;


 


(f)determine whether
Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under
this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;


 


(g)grant waivers of Plan or
Award conditions;


 


(h)determine the vesting,
exercisability and payment of Awards;


 


(i)correct any defect, supply any omission
or reconcile any inconsistency in this Plan, any Award or any Award Agreement;


 


(j)determine whether an Award
has been earned; and


 






    	 



    	 



    

  


(k)make all other determinations necessary
or advisable for the administration of this Plan.


 


5.3Committee Discretion. Any
determination made by the Committee with respect to any Award will be made at the time of grant of the Award or, unless in contravention
of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and
on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company
the authority to grant an Award under this Plan to Participants who are not Insiders of the Company. No member of the Committee
shall be personally liable for any action taken or decision made in good faith relating to this Plan, and all members of the Committee
shall be fully protected and indemnified to the fullest extent permitted under applicable law by the Company in respect to any
such action, determination, or interpretation.


 


		6.	OPTIONS.



 


The Committee may grant
Options to eligible persons and will determine whether such Options will be Incentive Stock Options within the meaning of the Code
(“ISO”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise
Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject
to the following:


 


6.1Form of Option Grant. Each
Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an
NQSO (hereinafter referred to as the “Stock Option Agreement”), and will be in such form and contain such provisions
(which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and
be subject to the terms and conditions of this Plan.


 


6.2Date of Grant. The date of
grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless otherwise specified
by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time
after the granting of the Option.


 


6.3Exercise Period. Options may
be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing
such Option; provided, however, that no Option will be exercisable after the expiration of 10 years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by attribution owns more than 10% of the total combined
voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent Shareholder”)
will be exercisable after the expiration of five years from the date the ISO is granted. The Committee also may provide for Options
to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares
as the Committee determines, provided, however, that in all events a Participant will be entitled to exercise an Option at the
rate of at least 20% per year over five years from the date of grant, subject to reasonable conditions such as continued employment;
and further provided that an Option granted to a Participant who is an officer or director may become fully exercisable, subject
to reasonable conditions such as continued employment, at any time or during any period established by the Company.


 


6.4Exercise Price. The Exercise
Price of an Option will be determined by the Committee when the Option is granted and may be not less than 100% of the Fair Market
Value of the Shares on the date of grant; provided that the Exercise Price of any ISO granted to a Ten Percent Shareholder will
not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made
in accordance with Section 9 of this Plan.


 






    	 



    	 



    

 


 


6.5Method of Exercise. Options
may be exercised only by delivery to the Company of a written stock option exercise notice (the “Exercise Notice”)
in a form approved by the Committee, (which need not be the same for each Participant), stating the number of Shares being purchased,
the restrictions imposed on the Shares purchased under such Exercise Notice, if any, and such representations and agreements regarding
the Participant’s investment intent and access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of
Shares being purchased.


 


6.6Termination. Notwithstanding
the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following:


 


(a)If the Participant’s service
is Terminated for any reason except death or Disability, then the Participant may exercise such Participant’s Options only
to the extent that such Options would have been exercisable upon the Termination Date no later than 3 months after the Termination
Date (or such longer time period not exceeding five years as may be determined by the Committee, with any exercise beyond three
months after the Termination Date deemed to be an NQSO).


 


(b)If the Participant’s service
is Terminated because of the Participant’s death or Disability (or the Participant dies within three months after a Termination
other than for Cause or because of Participant’s Disability), then the Participant’s Options may be exercised only
to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by
the Participant (or the Participant’s legal representative) no later than 12 months after the Termination Date (or such longer
time period not exceeding five years as may be determined by the Committee, with any such exercise beyond (i) three months after
the Termination Date when the Termination is for any reason other than the Participant’s death or Disability, or (ii) 12
months after the Termination Date when the Termination is for Participant’s death or Disability, deemed to be an NQSO).


 


(c)Notwithstanding the
provisions in Section 6.6(a) above, if the Participant’s service is Terminated for Cause, neither the Participant, the Participant’s
estate nor such other person who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever,
after Termination, whether or not after Termination the Participant may receive payment from the Company or a Subsidiary for vacation
pay, for services rendered prior to Termination, for services rendered for the day on which Termination occurs, for salary in lieu
of notice, or for any other benefits. For the purpose of this paragraph, Termination shall be deemed to occur on the date when
the Company dispatches notice or advice to the Participant that his service is Terminated for Cause.


 


6.7Limitations on Exercise. The
Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such
minimum number will not prevent the Participant from exercising the Option for the full number of Shares for which it is then exercisable.


 






    	 



    	 



    

  


6.8Limitations on ISO. The aggregate
Fair Market Value (determined as of the date of grant) of Shares with respect to which ISO are exercisable for the first time by
a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company, Parent or
Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which
ISO are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then the Options for the first
$100,000 worth of Shares to become exercisable in such calendar year will be ISO and the Options for the amount in excess of $100,000
that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted
to be subject to ISO, such different limit will be automatically incorporated herein and will apply to any Options granted after
the effective date of such amendment.


 


6.9Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options
in substitution therefore, provided that any such action may not, without the written consent of a Participant, impair any of such
Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise
altered will be treated in accordance with Section 424(h) of the Code. The Committee may reduce the Exercise Price of outstanding
Options without the consent of Participants affected by a written notice to them; provided, however, that the Exercise Price may
not be reduced below the minimum Exercise Price that would be permitted under Section 6.4 of this Plan for Options granted on the
date the action is taken to reduce the Exercise Price.


 


6.10No Disqualification. Notwithstanding
any other provision in this Plan, no term of this Plan relating to ISO will be interpreted, amended or altered, nor will any discretion
or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the
consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.


 


		7.	STOCK AWARD.



 


A Stock Award is an offer by the Company
to sell to an eligible person Shares that may or may not be subject to restrictions. The Committee will determine to whom an offer
will be made, the number of Shares the person may purchase, the price to be paid (the “Purchase Price”), the restrictions
to which the Shares will be subject, if any, and all other terms and conditions of the Stock Award, subject to the following:


 


7.1Form of Stock Award. All purchases
under a Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (the “Stock Purchase Agreement”)
that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and
will comply with and be subject to the terms and conditions of this Plan. The offer of a Stock Award will be accepted by the Participant’s
execution and delivery of the Stock Purchase Agreement and payment for the Shares to the Company in accordance with the Stock Purchase
Agreement.


 


7.2Purchase Price. The Purchase
Price of Shares sold pursuant to a Stock Award will be determined by the Committee on the date the Stock Award is granted and may
not be less than 100% of the Fair Market Value of the Shares on the grant date, except in the case of a sale to a Ten Percent Shareholder,
in which case the Purchase Price will be 110% of the Fair Market Value. Payment of the Purchase Price must be made in accordance
with Section 9 of this Plan.


 






    	 



    	 



    

  


7.3Terms of Stock
Awards. Stock Awards may, but need not be, subject to such restrictions as the Committee may impose. These restrictions may
be based upon completion of a specified number of years of service with the Company or upon completion of Performance Factors set
out in advance in the Participant’s individual Stock Purchase Agreement. Stock Awards may vary from Participant to Participant
and between groups of Participants. Prior to the grant of a Stock Award subject to restrictions, the Committee shall: (a) determine
the nature, length and starting date of any Performance Period for the Stock Award; (b) select from among the Performance Factors
to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant.
Prior to the transfer of any Stock Award, the Committee shall determine the extent to which such Stock Award has been earned. Performance
Periods may overlap and Participants may participate simultaneously with respect to Stock Awards that are subject to different
Performance Periods and have different performance goals and other criteria.


 


7.4Termination During Performance
Period. If a Participant is Terminated during a Performance Period for any reason, then any Stock Awards then held by the Participant
that have not vested will be terminated and forfeited.


 


		8.	STOCK BONUSES.



 


8.1Awards of Stock Bonuses. A
Stock Bonus is an award of Shares for services rendered to the Company or any Parent or Subsidiary of the Company. A Stock Bonus
will be awarded pursuant to an Award Agreement (the “Stock Bonus Agreement”) that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the
terms and conditions of this Plan. A Stock Bonus may be awarded for general excellence of service or upon satisfaction of such
Performance Factors as are set out in advance in the Participant’s individual Award Agreement (the “Performance Stock
Bonus Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and conditions of this Plan. Stock Bonuses may vary from
Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Parent or
Subsidiary and/or individual Performance Factors or upon such other criteria as the Committee may determine.


 


8.2Terms of Stock
Bonuses. The Committee will determine the number of Shares to be awarded to the Participant. If the Stock Bonus is being earned
upon the satisfaction of performance goals pursuant to a Performance Stock Bonus Agreement, then the Committee will: (a) determine
the nature, length and starting date of any Performance Period for each Stock Bonus; (b) select from among the Performance Factors
to be used to measure the performance, if any; and (c) determine the number of Shares that may be awarded to the Participant. Prior
to the payment of any Stock Bonus, the Committee shall determine the extent to which such Stock Bonuses have been earned. Performance
Periods may overlap and Participants may participate simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance
with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to take into account changes in law and accounting or tax rules and to make such adjustments as
the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to
avoid windfalls or hardships.


 






    	 



    	 



    

  


8.3Form of Payment. The earned
portion of a Stock Bonus may be paid to the Participant by the Company either currently or on a deferred basis, with such interest
or dividend equivalent, if any, as the Committee may determine. Payment of an interest or dividend equivalent (if any) may be made
in the form of cash or whole Shares or a combination thereof, either in a lump sum payment or in installments, all as the Committee
will determine.


 


		9.	PAYMENT FOR SHARE PURCHASES.



 


Payment for Shares purchased pursuant to
this Plan (including Shares issued from the exercise of an Option) may be made in cash (by check or wire transfer) or, where expressly
approved for the Participant by the Committee and where permitted by law:


 


(a)by cancellation of indebtedness of the Company to
the Participant;


 


(b)by surrender of shares
that either: (1) have been owned by the Participant for more than six months and have been paid for within the meaning of Securities
and Exchange Commission Rule 144; or (2) were obtained by the Participant in the public market;


 


(c)by waiver of compensation due or accrued
to the Participant for services rendered;


 


(d)with respect only
to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:


 


(1)through a “same day sale”
commitment from the Participant and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA
Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased
to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Company; or


 


(2)through a “margin”
commitment from the Participant and a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge
the Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the
Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly
to the Company; or


 


(f)by any combination of the
foregoing.


 


		10.	WITHHOLDING TAXES.



 


10.1Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior
to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards
are to be made in cash, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements.


 


10.2Stock Withholding. When,
under applicable tax laws, a participant incurs tax liability in connection with the exercise or vesting of any Award that is subject
to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may allow
the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be
issued that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the
date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the Committee and will be in writing in a form acceptable
to the Committee.


 






    	 



    	 



    

  


		11.	PRIVILEGES OF STOCK OWNERSHIP.



 


No Participant will have any of the rights
of a shareholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant,
the Participant will be a shareholder and will have all the rights of a shareholder with respect to such Shares, including the
right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such
Shares are issued pursuant to a Stock Award with restrictions, then any new, additional or different securities the Participant
may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company will be subject to the same restrictions as the Stock Award.


 


		12.	NON-TRANSFERABILITY.



 


Awards of Shares granted
under this Plan, and any interest therein, will not be transferable or assignable by the Participant, and may not be made subject
to execution, attachment or similar process, other than by will or by the laws of descent and distribution. Awards of Options granted
under this Plan, and any interest therein, will not be transferable or assignable by the Participant, and may not be made subject
to execution, attachment or similar process, other than by will or by the laws of descent and distribution. During the lifetime
of the Participant an Award will be exercisable only by the Participant. During the lifetime of the Participant, any elections
with respect to an Award may be made only by the Participant unless otherwise determined by the Committee and set forth in the
Award Agreement with respect to Awards that are not ISOs.


 


		13.	CERTIFICATES.



 


All certificates for Shares or other securities
delivered under this Plan will be subject to such stop transfer orders, legends and other restrictions as the Committee may deem
necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the Securities and Exchange Commission or any stock exchange or automated quotation system upon which
the Shares may be listed or quoted.


 


		14.	ESCROW; PLEDGE OF SHARES.



 


To enforce any restrictions on a Participant’s
Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or
other instruments of transfer approved by the Committee appropriately endorsed in blank, with the Company or an agent designated
by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates.


 


		15.	EXCHANGE AND BUYOUT OF AWARDS.



 


The Committee may, at any time or from time
to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender
and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted
with payment in cash, Shares or other consideration, based on such terms and conditions as the Committee and the Participant may
agree.


 






    	 



    	 



    

  


		16.	SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.



 


An Award will not be effective
unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted,
as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior
to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion
of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that
the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the Securities
and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.


 


		17.	NO OBLIGATION TO EMPLOY.



 


Nothing in this Plan or
any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of,
or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at
any time, with or without cause.


 


		18.	CORPORATE TRANSACTIONS.



 


18.1Assumption
or Replacement of Awards by Successor. Unless an Award Agreement provides otherwise, in the event of (a) a dissolution or liquidation
of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there
is no substantial change in the shareholders of the Company or their relative stock holdings and the Awards granted under this
Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c)
a merger in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to
such merger (other than any shareholder that merges, or which owns or controls another corporation that merges, with the Company
in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets
of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer
or similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor corporation
may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders
(after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions
no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or substitute Awards,
as provided above, pursuant to a transaction described in this Subsection 18.1, (i) the vesting of any or all Awards granted pursuant
to this Plan will accelerate upon a transaction described in this Section 18 and (ii) any or all Options granted pursuant to this
Plan will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee
determines. If such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such
time as determined by the Committee. Notwithstanding anything to the contrary herein or in any Award Agreement, in any assumptions
or replacements of Stock Options, Stock Awards or Stock Bonuses that are subject to Section 409A of the Code, the determination
of equal or equivalent value shall be made in accordance with the provisions of Section 409A and related regulations. Similarly,
in any assumptions or replacements of ISOs, the determination of equal or equivalent value shall be made in accordance with Section
424 of the Code and related regulations.


 






    	 



    	 



    

  


18.2Other Treatment
of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 18, in the
event of the occurrence of any transaction described in Section 18.1, any outstanding Awards will be treated as provided in the
applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.


 


18.3Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this
Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan
if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be
permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if
the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another
company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature
of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In
the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with
a similarly adjusted Exercise Price.


 


		19.	ADOPTION AND SHAREHOLDER APPROVAL.



 


This Plan will become effective on the date
on which it is adopted by the Board (the “Effective Date”). Upon the Effective Date, the Committee may grant Awards
pursuant to this Plan. The Company intends to seek shareholder approval of the Plan within 12 months after the date this Plan is
adopted by the Board; provided, however, if the Company fails to obtain shareholder approval of the Plan during such 12-month period,
pursuant to Section 422 of the Code, any Option granted as an ISO at any time under the Plan will not qualify as an ISO within
the meaning of the Code and will be deemed to be an NQSO.


 


		20.	TERM OF PLAN/GOVERNING LAW.



 


Unless earlier terminated as provided herein,
this Plan will terminate 10 years from the date this Plan is adopted by the Board or, if earlier, the date of shareholder approval.
This Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of Nevada.


 






    	 



    	 



    

  


		21.	AMENDMENT OR TERMINATION OF PLAN.



 


The Board may at any time terminate or amend
this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided, however, that no amendments to the Plan will be effective without approval of the shareholders of the Company
if shareholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange
or quotation system on which the Common Stock is listed.


 


		22.	NONEXCLUSIVITY OF THE PLAN.



 


Neither the adoption of
this Plan by the Board, the submission of this Plan to the shareholders of the Company for approval, nor any provision of this
Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements
as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan,
and such arrangements may be either generally applicable or applicable only in specific cases.


 


		23.	ACTION BY COMMITTEE.



 


Any action permitted or required to be taken
by the Committee or any decision or determination permitted or required to be made by the Committee pursuant to this Plan shall
be taken or made in the Committee’s sole and absolute discretion.


 


WHEREFORE, this Petrosonic Energy, Inc.
2013 Equity Incentive Plan has been adopted by the Board on the 3rd day of July 2013.


 





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