Exhibit
10.23


 


CATALYST
SUPPLY AGREEMENT


 


THIS
CATALYST SUPPLY AGREEMENT (“Catalyst Agreement”) is made as of January 2, 2015 (the “Effective
Date”) by and between PLASTIC2OIL, INC., a Nevada corporation with an address of 20 Iroquois Street, Niagara Falls,
NY 14303 (“Supplier”), and ECONAVIGATION, LLC, a New York limited liability company with an address of 1600
Moseley Road, Suite 200, Victor, NY 14564 (“Customer”).


 


WHEREAS,
Supplier and Customer desire that Supplier be Customer’s source for Supplier’s proprietary catalyst used in Customer’s
deployment and utilization of technology licensed by Supplier to Customer pursuant to the terms of the Technology License and
Referral Agreement dated as of the Effective Date (the “Technology Licensing Agreement”); and


 


WHEREAS,
Supplier agrees to supply and Customer desires to obtain from Supplier the Goods (defined below) in accordance with the terms
and conditions of this Catalyst Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for such other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.
INCORPORATION BY REFERENCE.


 


This
Catalyst Agreement is governed by the terms and conditions set out in the Technology License Agreement, and all such terms and
conditions set out in the Technology Licensing Agreement are hereby incorporated by reference herein.


 


2.
ITEMS FURNISHED.


 


2.1. Purchase
and Sale. Subject to the terms and conditions of this Catalyst Agreement, Supplier agrees to sell, and Customer agrees
to buy, exclusively from Supplier for a period commencing with the Effective Date and running for so long as the Technology
License Agreement shall be effective (the “Term”), all Customer’s requirements of catalyst (the
“Goods”) to be used only by the Customer and solely for processing plastic feedstocks using, when
reasonably necessary, used oil, into fuel utilizing Processing Equipment (as defined in the Technology Licensing Agreement)
purchased from Supplier pursuant to the Equipment Supply Contract (defined below) in connection with Customer’s use of
the Licensed Technology (as defined in the Technology License Agreement). As used herein, “Equipment Supply
Contract” means that certain Equipment Supply Contract dated the Effective Date between Supplier and
Customer.


 


2.2. Quantity
and Ordering Procedure. The quantity of catalyst to be provided at any time during the term of this Catalyst Agreement
shall be determined in accordance with the following procedure:


 


(a)
No later than thirty days prior to the first day of each calendar quarter during the Term, Customer shall deliver to Supplier
a Forecast (as defined below) for the calendar quarter beginning with the first day of such calendar quarter. Forecasts are
for informational purposes only and do not create any binding obligations on behalf of either party; provided, however, that
Supplier shall not be required to manufacture and sell to Customer any quantity of Goods that is unreasonably
disproportionate to any Forecast for the period covered by such Forecast. “Forecast” means, with respect
to any calendar quarter, a good faith projection or estimate of Customer’s requirements for Goods during each month
during the period, which approximates, as nearly as possible, based on information available at the time to Customer, the
quantity of Goods that Customer may order for each such month.


 




    	 



    	 



    


 


(b)
From time-to-time during the Term, Customer will provide Supplier with a purchase order for a quantity of Goods (an
“Order”). P2O may accept any Purchase Order by confirming the order in writing.


 


(c)
Customer will maintain in inventory a quantity of Goods sufficient to fulfill Customer’s reasonably-anticipated needs
for 90 days.


 


3.
PRICE AND PAYMENT.


 


3.1. Price. The
price of the Goods to be delivered pursuant to an Order shall be computed at $0.50 per pound of catalyst (the
“Base Price”), subject to adjustment as follows. Commencing with April 1, 2016 and continuing on the
anniversary of such date throughout the Term, Supplier will notify Customer of the percentage change, if any, in the Consumer
Price Index for “All Cities, All Urban Consumers” as published by the Bureau of Labor Statistics of the U.S.
Department of Labor (the “Index”) as published for the month of December in the preceding calendar year
from the Index published for December 2014. Such percentage change in the Index shall be applied to the Base Price for the
Goods under this Catalyst Agreement and shall be in effect for the Goods from such April 1st date to March 31st of the
following calendar year.


 


3.2. Payment. The
Goods ordered pursuant to an Order shall be invoiced at the time of delivery of the Goods described in the Order and
the Quote related thereto. Payment for any invoice shall be due within thirty (30) calendar days of the invoice.


 


3.3. Late
Payment. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 1.5% per
month, or the maximum percentage allowed within applicable laws, whichever is less. Customer shall pay all costs of
collection, including without limitation reasonable attorney fees.


 


3.4. Taxes. Customer
agrees to pay all taxes of every description, federal, state and municipal, that arise as a result of this sale, excluding
income taxes and franchise taxes.


 


4.
PRODUCT STANDARDS. The Goods shall comply with the Supplier’s current specifications which may be improved by mutual
consent of the parties.


 


5.
DELIVERY.


 


5.1. Timing.
Time is of the essence in the performance of this Catalyst Agreement. All sales of the Goods under this Catalyst Agreement
shall be delivered FCA (Incoterms 2010) at Supplier’s facility located at 20 Iroquois Street, Niagara Falls, New York
14303, or such facility acceptable to Customer in Customer’s reasonable discretion (the “FCA
Facility”) on or before that date which is thirty (30) calendar days after P2O’s acknowledgement of the
Purchase Order for the same.


 


5.2. Title/Risk
of Loss. Title to the Goods and the risk of loss thereto shall be transferred from Supplier to Customer upon
delivery.


 




    	2



    	 



    


 


6.
WARRANTIES.


 


6.1.
Supplier warrants that the Goods shall be free of substantive defects in material and workmanship.


 


6.2.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS CATALYST AGREEMENT, (A) NEITHER SUPPLIER NOR ANY
PERSON ON SUPPLIER’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL
OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) CUSTOMER
ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SUPPLIER, OR ANY OTHER PERSON ON
SUPPLIER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6.


 


6.3.
Subject to Section 6.1 above, with respect to any such Goods, Supplier shall provide to Customer a replacement for the
defective Goods (or the defective portion thereof, as applicable). THE REMEDIES SET FORTH IN THIS SECTION 6.3 SHALL BE THE
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SUPPLIER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET
FORTH IN SECTION 6.1.


 


7.
LIMITATIONS OF LIABILITY


 


7.1. NO
LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS CONTRACT, LIABILITY
FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING
ANY BREACH OF SECTION 10.1 BELOW, IN NO EVENT SHALL EITHER PARTY OR THEIR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE,
ARISING OUT OF OR RELATING TO ANY BREACH OF THIS CONTRACT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B)
WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF
ITS ESSENTIAL PURPOSE.


 


7.2. MAXIMUM
LIABILITY FOR DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS CONTRACT, LIABILITY FOR INDEMNIFICATION,
LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS,
IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF
OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS
ACCRUED BUT NOT YET PAID TO SUPPLIER PURSUANT TO THIS CONTRACT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO
THE CLAIM.


 


7.3. ASSUMPTION
OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS
OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS,
SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SUPPLIER, BY WAY OF TECHNICAL ADVICE OR
OTHERWISE, RELATED TO THE USE OF THE GOODS.


 




    	3



    	 



    


 


8.
INDEMNIFICATION; INSURANCE


 


8.1. Customer
Indemnification. Subject to the terms and conditions of this Catalyst Agreement, Customer (as “Indemnifying
Party”) shall indemnify, defend and hold harmless Supplier and its officers, directors, employees, agents,
Affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all
losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines,
costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to
indemnification under this Catalyst Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party
(collectively, “Losses”), arising out or resulting from any Claim of a third party alleging:


 


	 	(a)	any
    grossly negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any willful misconduct)
    in connection with the performance of its obligations under this Catalyst Agreement; or
	 	 	 
	 	(b)	any
    bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or grossly negligent
    acts or omissions of Indemnifying Party or its Personnel; or
	 	 	 
	 	(c)	any
    failure by Indemnifying Party or its Personnel to comply with any applicable laws.





 


8.2. Insurance. During
the Term, Customer shall, at its own expense, maintain and carry in full force and effect, commercial general
liability (including product liability) with limits of at least $1,000,000 per single occurrence and in the aggregate, with
financially sound and reputable insurers, and upon Supplier’s reasonable request, shall provide Supplier with a
certificate of insurance evidencing the insurance coverage specified in this Section. Customer shall provide Supplier with
thirty days’ advance written notice in the event of a cancellation or material change in such insurance
policy.


 


9.
TERMINATION


 


9.1. Supplier’s
Right to Terminate. Supplier may terminate this Catalyst Agreement upon written notice to Customer:


 


9.1.1.
If Customer fails to pay any amount due under this Catalyst Agreement on the due date for payment and remains in default not
less than thirty (30) calendar days after Licensor’s written notice to make such payment, including the payment of
interest in accordance with Section 3.3;


 


9.1.2.
if Customer materially breaches any material provision of this Catalyst Agreement (other than through a failure to pay any
amounts due under this Catalyst Agreement), and either the breach cannot be cured or, if the breach can be cured, it is not
cured by Customer within thirty (30) calendar days after Customer’s receipt of written notice of such
breach;


 


9.1.3.
if Customer (i) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes
subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (ii)
makes or seeks to make a general assignment for the benefit of its creditors, or (iii) applies for or has appointed a
receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or
sell any material portion of its property or business;


 




    	4



    	 



    


 


9.1.4.
if Supplier terminates any other agreement between Supplier and Customer, due to Customer’s breach or non-performance
thereof in accordance with and as provided under such agreement; or


 


9.1.5.
pursuant to and in accordance with Section 23.3 hereof.


 


9.2. Customer’s
Right to Terminate. Customer may terminate this Catalyst Agreement upon written notice to Supplier:


 


9.2.1.
if Supplier materially breaches any material provision of this Catalyst Agreement and either the breach cannot be cured or,
if the breach can be cured, it is not cured by Supplier within thirty (30) calendar days after Supplier’s receipt of
written notice of such breach;


 


9.2.2.
if Supplier (i) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes
subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (ii)
makes or seeks to make a general assignment for the benefit of its creditors, or (iii) applies for or has appointed a
receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or
sell any material portion of its property or business.


 


9.2.3.
if Customer terminates any other agreement between Supplier and Customer, due to Supplier’s breach or non-performance
thereof in accordance with and as provided under such agreement; or


 


9.2.4.
pursuant to and in accordance with Section 23.3 hereof.


 


9.3. Effect
of Termination.


 


9.3.1.
Upon the expiration or earlier termination of this Catalyst Agreement for reasons other than a default of Supplier hereunder,
all indebtedness of Customer to Supplier under this Catalyst Agreement of any kind, shall become immediately due and payable
to Supplier, without further notice to Customer.


 


9.3.2.
[Intentionally Omitted]


 


9.3.3.
Upon the expiration or earlier termination of this Catalyst Agreement, Customer shall promptly:


 


	 	(i)	remove
    all references to Supplier in Customer’s letterheads, advertising literature and places of business, and shall not thereafter
    use any similar or deceptive name or trademark intending to give the impression that there is any relationship between Customer
    and Supplier;
	 	 	 
	 	(ii)	immediately
    cease using any and all Licensed Technology, trademarks, logos and copyrighted materials related to the Licensed Technology;
	 	 	 
	 	(iii)	return
    to Supplier or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating or based
    on Supplier’s Confidential Information;
	 	 	 
	 	(iv)	permanently
    erase all of Supplier’s Confidential Information from its computer systems; and
	 	 	 
	 	(v)	certify
    in writing to Supplier that it has complied with the requirements of this clause.


 




    	5



    	 



    


 


9.4. Survival.
The rights and obligations of the parties set forth in any provision of this Catalyst Agreement which, by its express terms
or nature and context is intended to survive termination or expiration of this Catalyst Agreement, shall survive any such
termination or expiration.


 


10.
INTELLECTUAL PROPERTY.


 


10.1. Trade
Secrets. Notwithstanding anything to the contrary herein, all patents and other intellectual property rights in relation
to Goods supplied by Supplier are and shall remain the sole and exclusive property of Supplier. Customer by purchasing the
Goods acknowledges and agrees that the Goods embodies and/or utilizes Supplier’s valuable intellectual property,
know-how and trade secrets, including, without limitation, confidential, proprietary information associated with the formula
of the Goods (collectively, the “Trade Secret Information”). Customer hereby agrees, represents and
warrants that it will not, nor will it aid, assist or permit any other person to: (i) tamper with the Goods, (ii) attempt to
reverse engineer or derive the formula the Goods, or (iii) otherwise discover and/or utilize any of the Trade Secret
Information. Customer further agrees, represents and warrants that it will not disclose, nor will it aid, assist or permit
any other person to disclose, any information which it may learn or discover about the materials and methods of
manufacturing, or the make-up of the Goods, including specifically the formula of the Goods. Customer furthermore agrees that
Customer shall be liable to Supplier, for any and all actual and potential, direct and indirect, incidental and consequential
damages, including, without limitation, lost profits, arising from or related to any violation of these provisions, as well
as any and all equitable relief as a court may impose, to remedy any such violation. In addition, Customer agrees and binds
itself to make no claim by means of possession to any right, title or interest either by means of patent application,
trademark, trade secret or other proprietary right with regard to results derived from, or based upon, the Goods. Nothing in
this Catalyst Agreement shall be construed as granting to Customer any license or grant of intellectual property rights,
other than a right to use the Goods in accordance with the provisions of Section 2.1.


 


10.2. Ownership. Customer
acknowledges and agrees that Supplier (or its licensors) will retain all intellectual property rights used to
create, embodied in, used in and otherwise relating to the Goods and Customer shall not acquire any ownership interest in any
of Supplier’s intellectual property rights under this Catalyst Agreement;


 


10.3. Prohibited
Acts. Customer shall not: (a) take any action that may interfere with any of Supplier’s rights in or to
Supplier’s Intellectual Property Rights, including Supplier’s ownership or exercise thereof; (b) challenge any
right, title or interest of Supplier in or to Supplier’s Intellectual Property Rights; (c) make any claim or take any
action adverse to Supplier’s ownership of Supplier’s Intellectual Property Rights; (d) register or apply for
registrations, anywhere in the world, for Supplier’s trademarks or any other trademark that is similar to
Supplier’s trademarks or that incorporates Supplier’s Trademarks; (e) use any mark, anywhere, that is confusingly
similar to Supplier’s trademarks; or (f) engage in any action that tends to disparage, dilute the value of, or reflect
negatively on the products purchased under this Catalyst Agreement (including Goods) or any Supplier trademark.


 




    	6



    	 



    


 


11.
CONFIDENTIALITY.


 


11.1. Scope
of Confidential Information. From time to time during the Term, either party (as the “Disclosing
Party”) may disclose or make available to the other Party (as the “Receiving Party”) information
about its business affairs, goods and services, confidential information and materials comprising or relating to intellectual
property rights, including without limitation, trade secrets, third-party confidential information, and other sensitive or
proprietary information, as well as the terms of this Catalyst Agreement, whether orally or in written, electronic or other
form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively,
“Confidential Information”). Confidential Information does not include information that, at the time of
disclosure and as established by documentary evidence:


 


	 	(i)	is
    or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of
    this Section 11 by the Receiving Party or any of its Representatives;
	 	 	 
	 	(ii)	is
    or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third
    party is not and was not prohibited from disclosing such Confidential Information; 
	 	 	 
	 	(iii)	was
    known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the
    Disclosing Party;
	 	 	 
	 	(iv)	was
    or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing
    Party’s Confidential Information; or 
	 	 	 
	 	(v)	is
    required to be disclosed pursuant to applicable law.


 


11.2. Protection
of Confidential Information. The Receiving Party shall, for during the Term and extending five years from any expiration
or termination of the Catalyst Agreement:


 


	 	(i)	protect
    and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of
    care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially
    reasonable degree of care; 
	 	 	 
	 	(ii)	not
    use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than
    to exercise its rights or perform its obligations under this Catalyst Agreement; and 
	 	 	 
	 	(iii)	not
    disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to
    know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its
    obligations under this Catalyst Agreement.





 


Notwithstanding
the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but
shall continue to be subject to the obligations of confidentiality and non-use set forth in this Catalyst Agreement for as long
as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform
Trade Secrets Act if and when adopted).


 


11.3.
The Receiving Party shall be responsible for any breach of this Section 11 caused by any of its Representatives. On the
expiration or earlier termination of this Catalyst Agreement, the Receiving Party and its Representatives shall, pursuant to
Section 9.3, promptly return all Confidential Information and copies thereof, or destroy and certify such destruction of all
Confidential Information and copies thereof that it has received under this Catalyst Agreement.


 




    	7



    	 



    


 


12.
FORCE MAJEURE.


 


12.1.
If performance of this Catalyst Agreement or any obligation under this Catalyst Agreement is prevented, restricted or
interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the
party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of
the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall
include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of
military or civil authority, or by national emergencies, insurrections, riots or wars.


 


12.2.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and
shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be
deemed within the reasonable control of a party if committed, omitted or caused by such party or its employees, officers,
agents or affiliates.


 


13.
NOTICES.


 


13.1.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be
deemed to have been given in accordance with this Section:


 


	Supplier’s
    Address:	 	Plastic2Oil,
    Inc.
	 	 	20
    Iroquois Street
	 	 	Niagara
    Falls, NY 14303
	 	 	Attn.:
    Richard Heddle, President & CEO
	 	 	 
	With
    a copy sent to:	 	Hodgson
    Russ LLP
	 	 	The
    Guaranty Building
	 	 	140
    Pearl Street, Suite 100
	 	 	Buffalo,
    NY 14202
	 	 	Attn.:
    Alfonzo I. Cutaia, Esq.
	 	 	 
	Customer’s
    Address:	 	EcoNavigation,
    LLC
	 	 	1600
    Moseley Road, Suite 200
	 	 	Victor,
    NY 14564
	 	 	Attn.:
    Mark D. Ragus, President
	 	 	 
	With
    a copy sent to:	 	Lane
    Law PLLC
	 	 	1400
    Crossroads Building
	 	 	2
    State Street
	 	 	Rochester,
    NY 14614
	 	 	Attn.:
    Gregory W. Lane, Esq.


 


Notices
sent in accordance with Section 13.1 shall be deemed effectively given: (a) when received, if delivered by hand (with written
confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on
the date sent by facsimile (with confirmation of transmission), if sent during normal business hours of the recipient, and on
the next business day if sent after normal business hours of the recipient; or (d) on the fifth day after the date mailed, by
certified or registered mail, return receipt requested, postage prepaid.


 




    	8



    	 



    


 


13.2.
Notice will be given to such other representatives or at such other addresses as a party may furnish to the other party
entitled to notice pursuant to the foregoing. If notice is given of a permitted successor or assign of a party, then notice
will thereafter be given as set forth above also to such successor or assign of such party.


 


14.
ENTIRE AGREEMENT. This Catalyst Agreement, including any terms and conditions incorporated by reference, contains the entire
agreement of the parties regarding the subject matter of this Catalyst Agreement and there are no other promises or
conditions in any other agreement whether oral or written. This Catalyst Agreement supersedes any prior written or oral
agreements between the parties.


 


15.
AMENDMENT. This Catalyst Agreement may be modified or amended if the amendment is made in writing and signed by both
parties.


 


16.
SURVIVAL. Any right, obligation or required performance of the parties in this Catalyst Agreement which, by its express terms
or nature and context is intended to survive termination or expiration of this Catalyst Agreement, shall survive any such
termination or expiration.


 


17.
SEVERABILITY. If any provision of this Catalyst Agreement shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Catalyst
Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed and enforced as so limited.


 


18.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Catalyst Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with
every provision of this Catalyst Agreement.


 


19.
GOVERNING LAW. This Catalyst Agreement, including all exhibits, schedules, attachments and appendices attached hereto and
thereto are governed by, and construed in accordance with, the Laws of the State of New York, United States of America,
without regard to the conflict of laws provisions thereof. The parties agree that the United Nations Convention on Contracts
for the International Sale of Goods does not apply to this Catalyst Agreement.


 


20.
CATALYST SUPPLY FAILURE. Anything herein to the contrary notwithstanding, in the event that Supplier, after receiving an
Order from Customer, and provided such Order is for a quantity of Goods included in the then-current Forecast pursuant to
Section 2.2(a) above, is unable to satisfy the Order in the total of the time provided hereunder plus the 90-day supplier
inventory under Section 2.2(c), Customer may access the formula and other information placed in escrow as provided in Section
2.9 of the Technology License Agreement, shall not be responsible for paying for the unfulfilled Order, shall be
automatically entitled to a license of the technology necessary to produce the Goods as provided in the Technology License
Agreement, and may have replacement Goods supplied by a third party or create the Goods itself. Customer shall not be
obligated to order or purchase any Goods under this Catalyst Agreement for so long as Supplier is unable to supply Goods for
Customer.


 


21.
COMPLIANCE WITH THE LAW. Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain
in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations
under this Catalyst Agreement and uses contemplated under this Catalyst Agreement. Customer shall comply with all export and
import laws of all countries involved in the sale of the Goods under this Contract or any resale of the Goods by
Customer.


 




    	9



    	 



    


 


22.
ASSIGNMENT


 


22.1
Customer shall have the right to assign all its right, title and interest in this Catalyst Agreement to a third party in
which Customer has a direct or indirect economic interest (a “Permitted Assignee”) provided Customer is
not in material default hereunder or a cure or grace period applicable to an event of default shall not have expired and the
Permitted Assignee executes an instrument expressly assuming all such right, title interest and the obligations to be
performed in connection with this Catalyst Agreement.


 


22.2
Upon or in connection with any assignment permitted under this Section 22, upon Customer’s request, Supplier agrees to
execute an estoppel certificate regarding the status of this Catalyst Agreement and to immediately deliver the same to
Customer.


 


22.3
Each Permitted Assignee shall agree to be bound by all of the obligations, terms and conditions that obligate, bind or affect
Customer under this Catalyst Agreement. Notwithstanding anything to the contrary in this Agreement, no assignment shall
relieve the Customer of any of its obligations and liabilities for any breach of confidentiality or for any infringement or
misappropriation of intellectual property rights, including any breach of Section 10.1 above; and Customer shall be and
remain responsible for the performance by a Permitted Assignee of all of such Permitted Assignee’s obligations with
respect to confidentiality provided herein.


 


23.
CONTINGENCIES


 


23.1. Pilot
Program Contingency. Customer’s obligations under this Catalyst Agreement shall be and hereby are contingent upon
the institution, completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be
extended for an additional thirty (30) days at Customer’s option upon prior written notice to Supplier), and
Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (a “Pilot
Program”) whereby Customer shall utilize, on terms mutually agreeable to Supplier and Customer, Supplier’s
facility (the “Test Facility”) at 20 Iroquois Street, Niagara Falls, New York (the “Pilot Program
Contingency”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein,
and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock.
Immediately upon the execution and delivery of this Catalyst Agreement by the parties hereto, the parties shall in good faith
diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.


 


23.2. Financing
Contingency. Customer’s obligations under this Catalyst Agreement shall be and hereby are contingent upon Customer
obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date
which is thirty (30) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply
Contract) and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or
before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot
Program Contingency (the “Financing Contingency”; the Pilot Program Contingency and the Financing
Contingency are herein collectively referred to as the “Contingencies”).


 


23.3. Right
to Terminate. In the event any of the Contingencies hereunder shall not be satisfied or waived in writing on or before
the date specified herein for the satisfaction of the same, either party hereto may terminate this Catalyst Agreement upon
five (5) calendar days’ notice to the other; provided, however, that any such termination notice delivered by Supplier
shall be null and void if Customer, upon receipt of Supplier’s termination notice, delivers written notice to Supplier
prior to the expiration of the five-day period of Supplier’s notice removing the Contingency or Contingencies upon
which Supplier’s notice of termination was based.


 


[No
further text this page; signature page follows.]


 




    	10



    	 



    


 


[Signature
Page to Catalyst Supply Agreement]


 


IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Catalyst Agreement as of the Effective Date.


 


	 	PLASTIC2OIL, INC., a Nevada corporation
	 	 	 
	 	By:	/s/ Richard
    W. Heddle
	 	 	Richard W. Heddle
	 	 	President &
    CEO


 


	 	ECONAVIGATION,
    LLC, a New York limited liability company
	 	 	 
	 	By:	/s/ Mark D.
    Ragus
	 	 	Mark D. Ragus
	 	 	President


 




    	11