Plastic2Oil Inc (PTOI)

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4.1 Sale of Fuel

JBI shall be responsible for the sale of all Fuel generated by the JBI Machines operating at the RockTenn Facility. JBI shall use commercially reasonable efforts to sell any Fuel not purchased by RockTenn pursuant to Section 4.2 to third persons. If any such person wishes to purchase Fuel, it shall enter into a Fuel Supply Agreement with JBI. The term of each such Fuel Supply Agreement and the number of U.S. gallons of each grade of Fuel to be sold to such person under such Fuel Supply Agreement (which shall not exceed the number of U.S. gallons of Fuel available for purchase by third persons, taking into account the then-current capacity of the JBI Machines operating at the RockTenn Facility and the number of U.S. gallons of each grade of Fuel being purchased by RockTenn at that time) shall be at the sole discretion of JBI. For greater certainty, JBI shall not be permitted to enter into a Fuel Supply Agreement with a third person until it has offered such Fuel to RockTenn pursuant to Section 4.2. Notwithstanding the foregoing, nothing in this Agreement shall obligated RockTenn to purchase any quantities of Fuel from JBI.

4.2 Right of First Offer

At least five (5) Business Days prior to the installation of the first JBI Machine at the RockTenn Facility and at least five Business Days prior to the first Business Day of each calendar month following the Start Date of the first JBI Machine installed at the RockTenn Facility, JBI shall provide notice to RockTenn as to the number of U.S. gallons of each grade of Fuel that JBI estimates will be generated by the JBI Machine(s) operating at the RockTenn Facility during such month and the number of U.S. gallons of each grade of Fuel that are available for RockTenn to purchase (taking into account JBI’s supply obligations under existing Fuel Supply Agreements). RockTenn shall have the option to purchase from JBI any (or all) of the U.S. gallons of Fuel available for RockTenn to purchase, as set forth in such notice. If RockTenn wishes to purchase any (or all) of such U.S. gallons of Fuel, it shall provide notice to JBI at least two Business Days prior to such Start Date or the first Business Day of such month, as the case may be. Upon receiving such notice, JBI and RockTenn, acting reasonably, shall enter into a Fuel Supply Agreement for the number of U.S. gallons of each grade of Fuel that RockTenn wishes to purchase and the term of such Fuel Supply Agreement (which cannot be less than one month in duration). JBI shall sell each U.S. gallon of Fuel to RockTenn at a price equal to 80% of the Fuel Price for the grade of such Fuel as of the close of business on the Business Day prior to the date such U.S. gallon of Fuel is delivered to RockTenn. RockTenn shall not resell any Fuel purchased from JBI.

http://www.sec.gov/Archives/edgar/data/1381105/000121390011004040/f8k072911ex10i_jbi.htm