UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

 

JBI, INC.

(Name of Issuer)

 

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

88575M 20 0

(CUSIP Number)

 

Michael Dorrell

717 Fifth Avenue

Floor 14

New York, New York 10019

(212) 907-5111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 15, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box   ¨ .

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 88575M 20 0   Page 2 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Michael B. Dorrell

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    3,071,429

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    3,071,429

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,071,429

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    3.52%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 3 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Murray Edward Bleach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    625,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    625,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    625,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.72%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 4 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Peter J. Bruce

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    125,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    125,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    125,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.14%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 5 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Michael R. Coulton

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    125,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    125,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    125,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.14%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 6 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Henry M. Dietrich

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    187,500

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    187,500

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    187,500

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.22%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 7 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Melissa Bridgeford Doering

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    250,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    250,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    250,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.29%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 8 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Richard Dunn

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United Kingdom

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    1,375,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    1,375,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,375,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.59%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 9 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Kenneth T. Friedman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    1,517,303

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    1,517,303

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,517,303

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.75%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 10 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Glikbarg Revocable Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    327,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    327,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    327,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.38%

14

 

TYPE OF REPORTING PERSON

 

    OO

 


CUSIP No. 88575M 20 0   Page 11 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

R. N. Gold & Company, Inc. Profit Sharing Pension Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    125,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    125,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    125,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.14%

14

 

TYPE OF REPORTING PERSON

 

    EP

 


CUSIP No. 88575M 20 0   Page 12 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Asami Ishimaru

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,397,297

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,397,297

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,397,297

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.61%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 13 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Craig Linden

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,397,297

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,397,297

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,397,297

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.61%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 14 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Meyer & Doreen Luskin Family Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    2,500,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    2,500,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,500,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    2.89%

14

 

TYPE OF REPORTING PERSON

 

    OO

 


CUSIP No. 88575M 20 0   Page 15 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Samuel May

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    425,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    425,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    425,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.49%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 16 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Moreno Energy, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    650,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    650,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    650,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.75%

14

 

TYPE OF REPORTING PERSON

 

    CO

 


CUSIP No. 88575M 20 0   Page 17 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Duncan D. Murdoch

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    125,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    125,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    125,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.14%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 18 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Sherwin N. Scott

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    597,571

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    597,571

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    597,571

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.69%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 19 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Luke R. Taylor

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    New Zealand

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    125,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    125,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    125,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.14%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 20 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Trent D. Vichie

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    1,000,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    1,000,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,000,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.15%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0   Page 21 of 30

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Lawrence A. Weinstein

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)   ¨         (b)   x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    1,000,000

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    1,000,000

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,000,000

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.15%

14

 

TYPE OF REPORTING PERSON

 

    IN

 


CUSIP No. 88575M 20 0    Page 22 of 30

 

 

Item 1. Security and Issuer.

The class of equity securities to which this statement on Schedule 13D (the “ Statement ”) relates is the Common Stock, $0.001 par value per share (the “ Common Stock ”), of JBI, Inc., a Nevada corporation (the “ Issuer ”). The principal executive offices of the Issuer are located at 1783 Allanport Road, Thorold, Ontario, Canada L0S 1K0.

 

Item 2. Identity and Background.

(a) through (c) and (f)

This statement is being filed by the individuals and entities listed below (each a “ Reporting Person ” and, collectively, the “ Reporting Persons ”). The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

 

Name

  

Residence or
Business Address

  

Present Principal Occupation and the Name, Principal

Business and Address of Any
Entity in which such Occupation is Conducted

Michael B. Dorrell   

717 Fifth Avenue

Floor 14

New York, NY 10022

  

Senior Managing Director

Stonepeak Infrastructure Partners

717 Fifth Avenue

Floor 14

New York, NY 10022

Murray Edward Bleach   

28 Arnold Street

Killara NSW 2071

Australia

   Corporate Director
Peter J. Bruce   

125 W. 55 th Street

New York, NY 10019

  

Investment Banker

Macquarie Capital

125 W. 55 th Street

New York, NY 10019

Michael R. Colton   

One Curzon Street

London W1J 5HD

United Kingdon

  

Counsel

Lasalle Investment Management

One Curzon Street

London W1J 5HD

United Kingdon

Henry M. Dietrich   

55 E. 52 nd Street

34 th Floor

New York, NY 10055

  

Principal

First Avenue

55 E. 52 nd Street

34 th Floor

New York, NY 10055

Melissa Bridgeford Doering   

135 East 57 th Street

New York, NY 10022

  

Investment Management

Guggenheim Real Estate

135 East 57 th Street

New York, NY 10022

Richard Dunn   

Piazza d’Aracoeli 3

Rome, 00186 Italy

   Private Investor
Kenneth T. Friedman   

27800 Pacific Coast

Highway

Malibu, CA 90265

  

Private Investor

Friedman Enterprises

27800 Pacific Coast Highway

Malibu, CA 90265

Glikbarg Revocable Trust   

200 W. Victoria Street

Santa Barbara, CA 93101

   n/a

R.N. Gold & Company, Inc. Profit Sharing Pension Trust

  

19 Rowayton Avenue

Rowayton, CT 06853

   n/a


CUSIP No. 88575M 20 0    Page 23 of 30

 

Asami Ishimaru   

1049 Fifth Avenue

New York, NY 10028

   Retired
Craig Linden   

1049 Fifth Avenue

New York, NY 10028

   Independent Contractor

Meyer & Doreen Luskin Family Trust

  

1884 Mango Way

Los Angeles, CA 90049

   n/a
Samuel May   

350 South Grande Avenue

Los Angeles, CA 90071

  

Accountant

PricewaterhouseCoopers LLP

350 South Grande Avenue

Los Angeles, CA 90071

Moreno Energy, Inc.   

8818 Stable Crest Blvd

Houston, TX 77024

   n/a
Duncan D. Murdoch   

125 W. 55 th Street

New York, NY 10019

  

Senior Managing Director

Macquarie Capital

125 W. 55 th Street

New York, NY 10019

Sherwin N. Scott   

21090 North Pima Road

Scottsdale, AZ 85255

   Private Investor
Luke R. Taylor   

717 Fifth Avenue

Floor 14

New York, NY 10022

  

Private Equity

Stonepeak Infrastructure Partners

717 Fifth Avenue

Floor 14

New York, NY 10022

Trent D. Vichie   

717 Fifth Avenue

Floor 14

New York, NY 10022

  

Fund Manager

Stonepeak Infrastructure Partners

717 Fifth Avenue

Floor 14

New York, NY 10022

Lawrence A. Weinstein   

919 South Grand Avenue

Los Angeles, CA 90015

  

Director

Fashion Institute of Design and Merchandising

919 South Grand Avenue

Los Angeles, CA 90015

(d) and (e)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


CUSIP No. 88575M 20 0    Page 24 of 30

 

 

Item 3. Source and Amount of Funds or Other Consideration.

All Reporting Persons used personal funds to purchase their shares of Common Stock, with the exceptions that (i) the Glikbarg Revocable Trust and the Meyer & Doreen Luskin Family Trust used funds available to each trust, (ii) Moreno Energy, Inc. used working capital available to that company, and (iii) the R.N. Gold & Company, Inc. Profit Sharing Pension Trust used funds available to the pension trust.

The Reporting Persons entered into a letter agreement, dated May 15, 2012, by and among John Bordynuik, each of the Reporting Persons (the “ Letter Agreement ”). The Letter Agreement is more fully described in Item 4 of this Statement below. No shares were purchased by any Reporting Person pursuant to the Letter Agreement and, thus, no funds were used for such purpose.

 

Item 4. Purpose of Transaction.

Between May 15, 2012 and May 18, 2012, the Issuer entered into Subscription Agreements (the “ Purchase Agreements ”) with several “accredited investors,” including the Reporting Persons (collectively, the “ Purchasers ”) in connection with a private placement of shares (the “ Shares ”) of Common Stock. Pursuant to the Purchase Agreements, the Issuer sold to the Purchasers an aggregate of 13,428,750 Shares at a purchase price of $0.80 per Share for aggregate gross proceeds to the Issuer of $10.7 million. The Reporting Persons purchased 11,181,250 of the 13,428,750 Shares at an aggregate purchase price of $8,945,000. As a condition to the closing of the transactions contemplated by the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, dated as of May 15, 2012 (“ Letter Agreement ”), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuer’s Series A super majority voting preferred stock, $0.01 par value per share (the “ Series A Preferred ”). Mr. Bordynuik is the current Chief of Technology of the Issuer and the former President and Chief Executive Officer of the Issuer.

Pursuant to the Letter Agreement, Mr. Bordynuik agreed to vote his shares of Common Stock and Series A Preferred to, among other things, (i) effectuate the terms of the Letter Agreement, (ii) appoint five Qualified Independent Directors (as defined in the Letter Agreement) nominated by the Board of Directors to the Board, and (iii) change the name of the Issuer to “Plastic2Oil”. In addition, Mr. Bordynuik agreed to refrain from voting his shares of Common Stock and Series A Preferred to, among other things, (i) appoint himself or anyone who is not the President or Treasurer of the Issuer or a Qualified Independent Director as a member of the Board of Directors, (ii) amend the Issuer’s Articles of Incorporation or Bylaws, or the Certificate of Designations of the Series A Preferred or (iii) issue stock of the Issuer (other than Common Stock).

In addition, the Letter Agreement provides that in the event that Mr. Bordynuik violates the terms of the non-compete provisions of his employment agreement with the Issuer or attempts to transfer his shares of Series A Preferred, except as provided in the Letter Agreement, then he will be required to offer to purchase 100% of the respective shares of Common Stock owned by each Purchaser (the “ Purchaser’s Put Right ”). The Letter


CUSIP No. 88575M 20 0    Page 25 of 30

 

Agreement also provides that in event Mr. Bordynuik takes the actions discussed in the preceding sentence or additionally Kevin Rauber, the President of the Issuer, is terminated by the Issuer “without cause” or resigns “with good reason” (as such terms are defined in Mr. Rauber’s employment agreement with the Issuer) and at such time the Board is comprised of less than three Qualified Independent Directors, or Mr. Bordynuik material breaches certain sections of the Letter Agreement, then he shall offer to sell 100% of his shares of Series A Preferred to the Purchasers pro rata (the “ Purchaser’s Call Right ”). The purchase price for exercise of the Purchaser’s Put Right shall be the greater of (x) $1.00 and (y) the volume-weighted average trading price of the Common Stock in the 30 consecutive day period immediately preceding the date of the event triggering the purchase. The sale price for exercise of the Purchaser’s Call Right shall be the par value of $0.001 per share of Series A Preferred.

Following execution of the Letter Agreement, [two] Purchasers (the “ Waiving Purchasers ”) executed irrevocable waivers of all of their rights under the Letter Agreement. The Waiving Purchasers are not Reporting Persons.

The Reporting Persons acquired the shares of Common Stock of the Issuer in the private placement for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire other shares of Common Stock. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to the investment and take such actions as they deem appropriate in light of the circumstances, including, without limitation, to dispose of, in the open market, in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Common Stock which they now own or may hereafter acquire from the Issuer.

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement attached hereto as Exhibit 1 which is incorporated herein by reference.

Except as described herein, as of the date of this Schedule 13D, each of the Reporting Persons has no present plans or proposals which would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change to the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those actions enumerated above.


CUSIP No. 88575M 20 0    Page 26 of 30

 

As a result of the agreements described above, including but not limited to the Letter Agreement, the Reporting Persons and the other parties to the Letter Agreement (other than Mr. Bordynuik and the Waiving Purchasers) may be deemed to comprise a “group” within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor any information contained herein shall be deemed to be an admission by the Reporting Persons that a “group” exists. In addition, as a result of the agreements described above, including but not limited to the Letter Agreement, the following parties may be deemed to comprise a “group” within the meaning of Section 13(d)(3) of the Exchange Act: (a) the Reporting Persons; (b) other purchasers of Common Stock (other than the Waiving Purchasers) in private placement transactions that were entered into by the Issuer between May 15, 2012 and May 18, 2012; and (c) Mr. Bordynuik.

 

Item 5. Interest in Securities of the Issuer.

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

The percentage ownership information as presented in Item 5(a) and Item 5(b) is calculated based on 86,605,966 shares of Common Stock issued and outstanding, consisting of (i) 73,177,216 shares of the Issuer’s Common Stock that were outstanding as of May 14, 2012, as last reported by the Issuer in its Quarterly Report on Form 10-Q filed May 15, 2012, and (ii) the issuance of an aggregate of 13,428,750 shares of Common Stock as reported by the Issuer in its Current Reports on Form 8-K filed on May 17, 2012 and May 22, 2012.

(a) – (b) At May 16, 2012, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons was 16,548,100, or approximately 18.94% of the Issuer’s issued and outstanding shares of Common Stock.

 

Reporting Person

   Amount
Beneficially
Owned
     Percent of
Class
    Sole Power
to Vote or
Direct the

Vote
     Shared
Power to
Vote or
Direct the

Vote
     Sole Power
to Vote or
Direct the

Vote
     Shared
Power to
Vote or
Direct the

Vote
 

Michael B. Dorrell*

     3,071,429         3.52     3,071,429         0         3,071,429         0   

Murray Edward Bleach

     625,000         0.72     625,000         0         625,000         0   

Peter J. Bruce

     125,000         0.14     125,000         0         125,000         0   

Michael R. Colton

     125,000         0.14     125,000         0         125,000         0   

Henry M. Dietrich

     187,500         0.22     187,500         0         187,500         0   

Melissa Bridgeford Doering

     250,000         0.29     250,000         0         250,000         0   

Richard Dunn

     1,375,000         1.59     1,375,000         0         1,375,000         0   

Kenneth T. Friedman

     1,517,303         1.75     1,517,303         0         1,517,303         0   

Glikbarg Revocable Trust

     327,000         0.38     327,000         0         327,000         0   

R.N. Gold & Company, Inc. Profit Sharing Pension Trust

     125,000         0.14     125,000         0         125,000         0   

Asami Ishimaru**

     1,397,297         1.61     0         1,397,297         0         1,397,297   

Craig Linden**

     1,397,297         1.61     0         1,397,297         0         1,397,297   

Meyer & Doreen Luskin Family Trust

     2,500,000         2.89     2,500,000         0         2,500,000         0   

Samuel May

     425,000         0.49     425,000         0         425,000         0   

Moreno Energy, Inc.

     650,000         0.75     650,000         0         650,000         0   

Duncan D. Murdoch

     125,000         0.14     125,000         0         125,000         0   

Sherwin N. Scott

     597,571         0.69     597,571         0         597,571         0   

Luke R. Taylor

     125,000         0.14     125,000         0         125,000         0   

Trent D. Vichie

     1,000,000         1.15     1,000,000         0         1,000,000         0   

Lawrence A. Weinstein

     1,000,000         1.15     1,000,000         0         1,000,000         0   

 

* 375,000 of the shares held by Mr. Dorrell are automatically issuable by the Issuer to Mr. Dorrell pursuant to a price protection agreement that was triggered by the private placement.

 

** Asami Ishimaru and Craig Linden hold all shares beneficially owned as joint tenants with rights of survivorship.


CUSIP No. 88575M 20 0    Page 27 of 30

 

(c) Other than as described in this Schedule 13D or as set forth below, the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.

Pursuant to the Subscription Agreements, the Issuer agreed to issue and sell to the Reporting Persons an aggregate of 11,181,250 shares of Common Stock at a purchase price of $0.80 per share. The Reporting Persons participated in the private placement as follows:

 

Reporting Person

   Shares of Common Stock
Purchased in Private Placement
 

Michael B. Dorrell

     125,000   

Murray Edward Bleach

     625,000   

Peter J. Bruce

     125,000   

Michael R. Colton

     125,000   

Henry M. Dietrich

     187,500   

Melissa Bridgeford Doering

     250,000   

Richard Dunn

     1,375,000   

Kenneth T. Friedman

     500,000   

Glikbarg Revocable Trust

     250,000   

R.N. Gold & Company, Inc. Profit Sharing Pension Trust

     125,000   

Asami Ishimaru

     400,000

Craig Linden

     400,000

Meyer & Doreen Luskin Family Trust

     2,500,000   

Samuel May

     425,000   

Moreno Energy, Inc.

     500,000   

Duncan D. Murdoch

     125,000   

Sherwin N. Scott

     418,750   

Luke R. Taylor

     125,000   

Trent D. Vichie

     1,000,000   

Lawrence A. Weinstein

     1,000,000   

 

* Asami Ishimaru and Craig Linden purchased 400,000 shares of Common Stock in the Private Placement together as joint tenants with rights of survivorship.


CUSIP No. 88575M 20 0    Page 28 of 30

 

In addition, the Reporting Persons have effected the following transactions in Common Stock during the past 60 days:

 

Reporting Person

   Date    Shares
Acquired
     Shares
Disposed
     Price per
Share
    

Description of

Transaction

Glikbarg Revocable Trust

   5/22/2012      4,500         —         $ 1.32       Open market purchase

Glikbarg Revocable Trust

   5/22/2012      300         —         $ 1.37       Open market purchase

Glikbarg Revocable Trust

   5/22/2012      2,400         —         $ 1.39       Open market purchase

Glikbarg Revocable Trust

   5/22/2012      1,100         —         $ 1.35       Open market purchase

Glikbarg Revocable Trust

   5/22/2012      68,700         —         $ 1.269       Open market purchase

Meyer & Doreen Luskin Family Trust

   5/04/2012      —           170,000       $ 0       Charitable gift

 

  (d) Not applicable.

 

  (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons’ response to Item 4 is incorporated by reference herein. In addition, each of the Reporting Persons is a party to the Joint Filing Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference.

Except as disclosed in or incorporated by reference into this Item 6 of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit

  

Description

1    Letter Agreement, dated as of May 15, 2012, between John Bordynuik and each of the Reporting Persons
2    Joint Filing Agreement among the Reporting Persons
3    Powers of Attorney of the Reporting Persons


CUSIP No. 88575M 20 0    Page 29 of 30

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 25, 2012

 

/s/ Michael B. Dorrell *

Michael B. Dorrell

/s/ Murray Edward Bleach *

Murray Edward Bleach

/s/ Peter J. Bruce *

Peter J. Bruce

/s/ Michael R. Coulton *

Michael R. Coulton

/s/ Henry M. Dietrich *

Henry M. Dietrich

/s/ Melissa B. Doering *

Melissa B. Doering

/s/ Richard Dunn *

Richard Dunn

/s/ Kenneth T. Friedman *

Kenneth T. Friedman

/s/ Glikbarg Revocable Trust *

Glikbarg Recovable Trust

/s/ R.N. Gold & Company, Inc. Profit Sharing Pension Trust *

R.N. Gold & Company, Inc. Profit Sharing Pension Trust

/s/ Asami Ishimaru *

Asami Ishimaru

/s/ Craig Linden *

Craig Linden

/s/ Meyer & Doreen Luskin Family Trust *

Meyer & Doreen Luskin Family Trust


CUSIP No. 88575M 20 0    Page 30 of 30

 

 

/s/ Samuel May *

Samuel May

/s/ Moreno Energy, Inc. *

Moreno Energy, Inc.

/s/ Duncan D. Murdoch *

Duncan D. Murdoch

/s/ Sherwin N. Scott *

Sherwin N. Scott

/s/ Luke R. Taylor *

Luke R. Taylor

/s/ Trent D. Vichie *

Trent D. Vichie

/s/ Lawrence A. Weinstein *

Lawrence A. Weinstein

 

*/s/ David I. Meyers

David I. Meyers
Attorney-in-Fact

Exhibit 1

May 15, 2012

John Bordynuik

1783 Allanport Road

Thorold, Ontario L0S 1K0

Canada

Dear Mr. Bordynuik:

Reference is made to the Subscription Agreement (the “ Subscription Agreement ”) dated the date hereof among JBI, Inc. (the “ Company ”) and each of the signatories to this letter agreement (the “ Investors ”). Capitalized terms used in this letter agreement and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement. As a condition to the consummation of the transactions with the Company set forth in the Subscription Agreement, the Investors require the execution of this letter agreement by you in your individual capacity.

Reference is also made to (x) the Articles of Incorporation of the Company, as amended, attached hereto as Schedule 1 (the “Articles”), (y) the Amended Certificate of Designations, Preferences and Rights of Series A Super Voting Preferred Stock of JBI, Inc,. as adopted on June 17, 2010 and filed with the State of Nevada on May 10, 2012, attached hereto as Schedule 2 (the “ Series A Certificate ”) and (z) the bylaws of the Company, as amended, attached hereto as Schedule 3 (the “ Bylaws ”). By your signature below you represent and warrant that the Articles, the Series A Certificate and the Bylaws attached hereto have not been amended other than as set forth in Schedules 1, 2 and 3, respectively, and that there are no other constitutive documents of the Company that modify the voting rights of the Preferred Stock (as defined below) or grant any Person enhanced stockholder voting rights.

We understand (and by your execution hereof you represent and warrant) that (a) you currently hold the office of president of the Company (the “ President ”) and the office of chief executive officer of the Company (“ CEO ”) and (b) you currently own (x) all 1,000,000 shares of Series “A” Preferred Stock of the Company (the “ Preferred Stock ”) and (y) 4,323,846 shares of common stock of the Company, representing approximately 7.27% of the outstanding common stock of the Company (prior to giving effect to the subscriptions for common stock contemplated by the Subscription Agreement).

In consideration of the significant potential increase that the Investors’ respective investment in the Company may have on the value of the common stock and the Preferred Stock currently owned by you and for other valuable consideration, the sufficiency of which is hereby confirmed, you hereby agree with the Investors as follows:

 

1. You agree to take all necessary action within your power (including, without limitation, voting your Preferred Stock) to cause the Company to take each of the actions required hereby. You agree to take all necessary action within your power (including, without limitation, voting your Preferred Stock) and to refrain from taking any action within your power to ensure that the Company refrains from taking any of the actions prohibited hereunder. You agree not to take any action which would impair your ability to cause the Company to take any of the actions required hereby or to refrain from taking any of the actions prohibited hereunder; provided, that nothing herein shall restrict you from selling (or otherwise transferring) any shares of common stock of the Company held by you or members of you immediate family, or in trust for the benefit thereof; provided, however, that for a period of two years from the date hereof, you shall continue to hold at least 3,000,000 shares of common stock.

 

2. Promptly following the execution of this letter agreement, you shall prepare and file an amendment to the Schedule 13D filed by you with the United States Securities and Exchange Commission (the “SEC”) on August 11, 2009. You shall provide the Investors and their respective counsel with a reasonable opportunity to review and comment upon the proposed amendment to your Schedule 13D prior to its filing with the SEC.


3. Prior to the Closing, you will deliver your resignation as a member of the Board of Directors of the Company (the “Board”) and as CEO and as President, to be effective immediately upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, which is due on May 10, 2012. You will not vote your Preferred Stock or common stock to appoint yourself or any other individual who is not the President or Treasurer of the Company or a Qualified Independent Director (as defined below) as a member of the Board.

 

4. Until such time as the Board is constituted with at least five Qualified Independent Directors (as defined below), at each meeting of stockholders at which there is an election of directors of the Company, you will vote the Preferred Stock and any shares of common stock owned by you in favor of Qualified Independent Directors as, when and if, nominated by the Board or any nominating committee thereof. If fewer than five Qualified Independent Directors shall have been appointed on the twelve month anniversary of the Closing Date, then the remaining Qualified Independent Directors shall be selected by you from a list of candidates provided by a highly qualified independent expert recruitment firm (the “Recruitment Firm”) retained by, and at the cost of, the Company. You shall vote the Preferred Stock and your common stock in favor of such remaining Qualified Independent Directors at the next meeting of stockholders at which such Qualified Independent Directors are nominated for election. To the extent necessary to ensure that the Board is constituted with at least five Qualified Independent Directors by no later than the eighteenth month anniversary of the Closing Date, you shall deliver to the President a written request that the President call a special meeting of the stockholders pursuant to Section 1.02 of the Bylaws for the election of Qualified Independent Directors. The failure of the Board to be constituted with at least five Qualified Independent Directors by no later than the eighteenth month of the Closing Date shall constitute a “material default” of this Section 4 for purposes of Section 13.

For purposes of the foregoing, (a) a “Qualified Independent Director” means an individual who (i) is an Independent Director (as defined below), (ii) has served for at least three years on the board of directors of at least two separate publicly-traded companies in the United States with market capitalization of at least US$700,000,000 (a “Relevant Company”), (iii) is currently serving on the board of directors of at least one such Relevant Company and (iv) to your knowledge has not been the defendant in (or an officer or director of an entity that has been a defendant in) any criminal or civil complaint of the SEC or any other material action brought by any Person alleging the violation of any state or Federal securities laws unless such action has been adjudicated pursuant to a non-appealable judgment absolving such Person (or such entity, as applicable) of all wrongdoing and (b) an “Independent Director” means an individual who the Board or nominating committee thereof has determined is “independent” within the meaning of Listing Rule 5605(a)(2).

 

5. Upon the appointment of five Qualified Independent Directors, you (and any Investor that has acquired Preferred Stock in accordance with Section 13) shall offer to have the Company redeem or purchase and, if required under the Articles, Series A Certificate or by applicable law, shall vote the Preferred Stock and execute any necessary consents in favor of such redemption or purchase in consideration of the payment of their par value of $0.001 per share.

 

6. You shall refrain from taking any action within your power (including, without limitation, voting your Preferred Stock) that may inhibit or impair the ability of the President to independently exercise all rights and perform all duties customarily exercised or performed by chief executive officers of publicly-traded companies in the United States; provided, however, that action taken by you (i) in strict conformity with the environmental site permit for the Company’s facility at 20 Iroquois St., Niagara Falls, New York (the “Iroquois Site”) required by the New York State Department of Environmental Conservation and (b) in connection with the operation of a small “Xerox PARC”-like structure (as defined in the Bordynuik Employment Agreement (as defined below)) in strict conformity with the Bordynuik Employment Agreement, shall not constitute a material breach of this Section 6 for purposes of Section 13.

 

7. Except as otherwise expressly contemplated herein, you shall refrain from taking any action within your power (including, without limitation, voting your Preferred Stock) to approve the taking of any of the following actions:

 

  (a) amendment of the Articles, Series A Certificate or Bylaws; or


  (b) issuance of any stock of the Company, other than common stock, to any Person.

 

8. You shall refrain from taking any action within your power (including, without limitation, voting your Preferred Stock) to cause the Company to (a) sell any material Intellectual Property to any Person, (b) pledge any material Intellectual Property in connection with any indebtedness received from any Person or otherwise or (c) grant any license or other material right in respect of any material Intellectual Property.

 

9. At the next meeting of stockholders at which there is a proposal by the Board to change the name of the Company to “Plastic2Oil”, you shall vote the Preferred Stock to approve such change in the name of the Company.

 

10. You shall abstain from voting the Preferred Stock prior to the redemption or purchase by the Company thereof in accordance with Section 5, except as otherwise required to comply with this letter agreement. If you are required to vote the Preferred Stock for any reason (other than as provided above), then (x) you shall not vote the Preferred Stock with respect to the matter under consideration until the common stock shall have been voted in accordance with the Bylaws and (y) you shall thereafter vote the Preferred Stock in the same proportion as the common stock so-voted. By way of example, if stockholders holding 56% of the common stock vote in favor of the taking of an action, then you shall vote 56% of the Preferred Stock in favor of the taking of such action and 44% of the Preferred Stock against the taking of such action.

 

11. You agree to cooperate with all reasonable requests of the Special Committee of the Board to promptly pursue settlement of the civil complaint filed against you on January 4, 2012 by the SEC and take all reasonable steps to reach such settlement. Upon the appointment of a lead plaintiff in the class action suit filed against you on July 28, 2011, you agree to promptly pursue settlement of the same and take all reasonable steps to reach such settlement. Notwithstanding anything to the contrary contained herein, you will not be deemed to have breached this Section 11 in the event that you refuse to agree to any settlement of either of the foregoing actions (i) unless such settlement contains a full release of claims against you or such settlement prescribes only the payment of money damages for which the Company agrees to fully indemnify you as well as for reasonable attorneys’ fees and costs of your separate legal counsel incurred by you and (ii) if such settlement requires you to surrender or transfer any Preferred Stock, common stock or options owned by you.

 

12. Other than as set forth in Section 13, you shall not transfer the Preferred Stock. As promptly as practicable, you shall add the following legend to the certificate representing the Preferred Stock:

“THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE PERSON IN WHOSE NAME THIS CERTIFICATE HAS BEEN ISSUED AND CERTAIN OTHER INDIVIDUALS DATED AS OF MAY     , 2012, A COPY OF SUCH AGREEMENT (AND ANY AMENDMENTS THERETO) MAY BE OBTAINED FROM THE PERSON IN WHOSE NAME THIS CERTIFICATE HAS BEEN ISSUED.”

 

13. You acknowledge that your agreement not to compete with the Company in accordance with the employment agreement set forth as Exhibit C to the Subscription Agreement (the “Bordynuik Employment Agreement”), your agreement to not transfer your Preferred Stock in accordance with Section 12, the retention of Kevin Rauber as President and your material compliance with the other terms of this letter agreement are each material to the value of the common stock to be purchased by the Investors. You therefore agree that if (i) you breach your agreement not to compete with the Company in accordance with the Bordynuik Employment Agreement or (ii) attempt to transfer or transfer the Preferred Stock in violation of Section 12, then you shall offer to purchase from the Investors 100% of their respective shares of common stock in the Company (the “Putable Stock”) in accordance with this Section 13.


You also agree that if (a) you breach your agreement not to compete with the Company in accordance with the Bordynuik Employment Agreement, (b) you attempt to transfer or transfer the Preferred Stock in violation of Section 12, (c) Kevin Rauber ceases to be President as a result of his dismissal “without cause” or his resignation “with good reason” (as such terms are defined in the employment agreement between the Company and Kevin Rauber set forth as Exhibit B to the Subscription Agreement or (d) you materially breach any of Sections 4, 5 or 7 and have not remedied such breach within ten days following written notice of such breach from the Requisite Investors, then you shall offer to sell to the Investors 100% of your Preferred Stock (the “Callable Preferred Stock”) in accordance with this Section 13; provided, however, that the triggering event in clause (c) above shall terminate and have no further force or effect on the first day on which one-half of the directors on the Board (but in no event less than three) are Qualified Independent Directors.

If you are required to offer to purchase the Putable Stock or sell the Callable Preferred Stock in accordance with this Section 13, then you shall deliver such offer to the Investors in writing within ten days of the breach or other event giving rise to such requirement. Each Investor may elect either to purchase such Investor’s pro rata portion of Callable Preferred Stock or to sell such Investor’s Putable Stock in accordance herewith (as applicable) within ten days of receipt of your offer to purchase and/or sell. The purchase price of each share of Putable Stock shall be the greater of (x) $1.00 and (y) the volume-weighted average trading price of the common stock of the Company in the thirty consecutive day period immediately preceding the date of the event triggering the purchase of the Putable Stock. The sale price of the Callable Preferred Stock shall be the par value of US$0.001 per share. If any Investor does not accept your offer to sell to such Investor all of such Investor’s pro rata share of the Callable Preferred Stock within ten days of written notice to such Investor, then you shall successively re-offer the Callable Preferred Stock to the remaining Investors in accordance with the foregoing until all Investors have elected not to purchase the remaining Callable Preferred Stock. The sale and purchase of the relevant Callable Preferred Stock or Putable Shares shall occur on the tenth day following the applicable Investor’s written acceptance of your offer to purchase the applicable Putable Stock or sell the applicable Callable Preferred Stock (as the case may be) or such other date as you and the applicable Investor agree.

 

14. In connection with each Investor’s option to purchase the Preferred Stock as provided in Section 13, each Investor, severally but not jointly, represents and warrants that, as of the date of this letter agreement:

 

  (a) Exemption; Full Access. Each Investor understands that the Investor’s call option to acquire the Preferred Stock pursuant to Section 13 (the “Call Option”) and, assuming the exercise of the Call Option, the sale of the Preferred Stock, are intended to be offered pursuant to an exemption from registration contained in the Securities Act of 1933 (the “Securities Act”) based in part upon such Investor’s representations contained in this letter agreement. Each Investor has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Call Option, including having familiarized itself with the documents attached as Schedules 1, 2 and 3 hereto.

 

  (b) Each Investor Bears Economic Risk. Assuming the exercise of the Call Option, each Investor must bear the economic risk of any investment in the Preferred Stock until the shares of Preferred Stock are sold pursuant to (i) an effective registration statement under the Securities Act, or (ii) an exemption from registration is available. Each Investor acknowledges that you are presently an “affiliate” of the Company within the meaning of U.S. federal securities laws and that, upon transfer, the Preferred Stock may be deemed to be “restricted securities” and subject to restrictions on resale.

 

  (c) Each Investor Can Protect Its Interest. Each Investor represents that by reason of its, or of its management’s, business and financial experience, such Investor has the capacity to evaluate the merits and risks of its investment in the Call Option and the Preferred Stock underlying the Call Option to protect its own interests in connection with the transactions contemplated in this letter agreement.

 

  (d) Accredited Investor. Each Investor represents that it is currently an “accredited investor” within the meaning of Regulation D under the Securities Act.


15. You hereby represent and warrant that:

 

  (a) all Intellectual Property relating to “Plastic2Oil®” and “P2O®” (as such terms are defined in the Company’s Form 10-K for the period ending December 31, 2011 as filed with the SEC) is beneficially owned by the Company and no such Intellectual Property is beneficially owned by you;

 

  (b) there is no investment banker, broker, finder or other intermediary which has been retained by, or is authorized to act on behalf of, you, the Company or any affiliate of the Company who might be entitled to any fee or commission in connection with any transaction contemplated by this letter agreement;

 

  (c) no payments or other consideration to you or any other Person will be due from the Company as a result of the consummation of any transaction contemplated by this letter agreement (including, without limitation, as a result of any change in control of the Company resulting from the application of Section 5);

 

  (d) upon the due execution by you of the Bordynuik Employment Agreement, there shall be no other employment agreements or other similar arrangements providing for compensation between you and the Company (other than the payment of ordinary dividends on the shares of common stock owned by you).

 

16. You agree that, if you at any time have, or are deemed to have, any legal right in or to any Intellectual Property relating to Plastic2Oil® or P2O®, then you shall promptly take all action required to cause such legal rights to be transferred to the Company at no cost to the Company.

 

17. Each Investor that acquires Preferred Stock in accordance with Section 13 agrees that such Investor shall vote such Preferred Stock in accordance with Sections 4, 5, 6, 7, 8, 9 and 10 and shall otherwise comply with provisions thereof as a holder of any shares of Preferred Stock. The Investors agree that the Company is an intended third-party beneficiary of this Section 17 with the right to enforce its terms directly against the Investors and their successors and permitted assigns, including without limitation, through specific enforcement as provided in Section 21 hereof.

 

18. This letter agreement (other than Sections 14, 15, 19, 20, 21, 22, 23, 24 and this Section 18) shall terminate upon the earliest of (a) the redemption or purchase of the Preferred Stock held by you (and any Investor that has acquired Preferred Stock in accordance with Section 13) by the Company in accordance with Section 5, (b) the date on which the Investors collectively own outstanding shares of the common stock of the Company representing less than 40% of the total number of shares of common stock purchased pursuant to the Subscription Agreement, (c) upon the written agreement among you and the Requisite Investors and (d) the fifth year anniversary of the date of this letter agreement. Sections 14, 15, 19, 20, 21, 22, 23, 24 and this Section 18 shall survive the termination of this letter agreement indefinitely. This letter agreement shall terminate as to any one investor on the date such Investor owns less than 20% of the shares of common stock purchased by such Investor pursuant to the Subscription Agreement.

 

19. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this letter agreement, and all of which, when taken together, shall be deemed to constitute one and the same document.

 

20. Any amendment to this letter agreement shall only be effective when signed by you and Investors holding at least a majority of the shares of common stock of the Company issued pursuant to the Subscription Agreement still held by the Investors at the time of such amendment (the “Requisite Investors”). The Requisite Investors may effect any waiver of any term or condition of this letter agreement on behalf of the Investors.

 

21. No party may assign any of its rights under this letter agreement (whether by operation of law or otherwise) without the prior consent of the other Parties. Subject to the preceding sentence, the obligations of the Investors under this letter agreement will be binding in all respects upon, and be enforceable against, the respective successors and permitted assigns of such Investors. Without limiting the foregoing, the Company shall have no obligation to recognize any sale, transfer or assignment of any shares of Preferred Stock by an Investor unless and until such purchaser, transferee or assignee shall agree in writing to be bound by the obligations of such Investor under the terms of this letter agreement.


22. Each of the parties to this letter agreement acknowledges and agrees that each of the other parties to this letter agreement would be damaged irreparably in the event that any of the provisions of this letter agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties to this letter agreement agree that the other parties to this letter agreement shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this letter agreement and to enforce specifically this letter agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter (subject to Section 23), in addition to any other remedy to which such party may be entitled, at law or in equity.

 

23. This letter agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of New York without reference to the conflicts of law principles thereof that would result in the application of any law other than the law of the State of New York and the United States District Courts located in New York City or the Commercial Division of the New York Supreme Court Branch, New York County, shall have exclusive jurisdiction over any and all disputes among the parties hereto, whether in law or equity, arising out of or relating to this letter agreement.

 

24. If any provision of this letter agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this letter agreement will remain in full force and effect. Any provision of this letter agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

If the foregoing accurately reflects our agreement, please execute this letter agreement in the space indicated below. Each Investor intending to be bound by the terms of this letter agreement has executed the Investor Signature Page attached hereto.

Accepted and agreed this 15th day of May, 2012

 

/s/ John Bordynuik

John Bordynuik


The following parties are signing this Investor Signature Page to Letter Agreement as of the date first set forth above in the letter agreement.

 

INVESTORS:

/s/ Trent Vichie

Trent Vichie

/s/ Murray Edward Bleach

Murray Edward Bleach

/s/ Melissa Bridgeford Doering

Melissa Bridgeford Doering

/s/ Henry M. Dietrich

Henry M. Dietrich

/s/ Duncan Murdoch

Duncan Murdoch

/s/ Michael Coulton

Michael Coulton

/s/ Sam May

Sam May

/s/ Steve Glikbarg, attorney-in-fact for William Glikbarg, Trustee of Glikbarg Revocable Trust

Steve Glikbarg, attorney-in-fact for William Glikbarg, Trustee of Glikbarg Revocable Trust

/s/ Luke Taylor

Luke Taylor

/s/ Lawrence A. Weinstein

Lawrence A. Weinstein
MEYER & DOREEN LUSKIN FAMILY TRUST

/s/ Meyer Luskin

Name: Meyer Luskin
Title: Trustee


/s/ Robert Bryan Jacoboski

Robert Bryan Jacoboski

/s/ Richard Dunn

Richard Dunn

/s/ Asami Ishimaru

Asami Ishimaru

/s/ Craig Linden

Craig Linden

/s/ Sherwin N. Scott

Sherwin N. Scott

/s/ Tim Anderson

Tim Anderson

/s/ Michael Dorrell

Michael Dorrell

/s/ Kenneth Friedman

Kenneth Friedman

 

R.N. GOLD & COMPANY, INC. Profit Sharing Pension Trust
By:  

/s/ Richard A. Gold

  Name: Richard A. Gold
  Title: Trustee

/s/ Peter J. Bruce

Peter J. Bruce

 

MORENO ENERGY, INC.
By:  

/s/ F. Fox Benton III

  Name: F. Fox Benton III
  Title: President

/s/ Steven Farber

Steven Farber
STELLAR TRAVEL, INC.
By:  

/s/ Hilmi Isikli

  Name: Hilmi Isikli
  Title: Chief Executive Officer


/s/ Stephen A. Mao

Stephen A. Mao

/s/ John M. Wesson

John Wesson

/s/ Lori Steele

Lori Steele

/s/ Janice Domaratzki

Janice Domaratzki

/s/ Rick Heddle

Rick Heddle

/s/ Criag Parks

Criag Parks

/s/ Paul Higgins

Paul Higgins


SCHEDULE 1

Articles of Incorporation


SCHEDULE 2

Amended Certificate of Designations, Preferences and Rights of Series A Super Voting Preferred Stock


SCHEDULE 3

Bylaws

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of (i) a Statement on Schedule 13D (including any and all amendments thereto) with respect to the securities of JBI, Inc. (the “Company”), and (ii) an Initial Statement of Beneficial Ownership of Securities on Form 3 (including any and all amendments thereto, and also including multiple Form 3 filings as necessary or appropriate) with respect to the common stock of the Company, and further agree that this Joint Filing Agreement may be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and of such Initial Statement of Beneficial Ownership of Securities on Form 3, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates indicated.

 

Name

       

Date

/s/ Michael Dorrell

    May 21, 2012
Michael Dorrell    

/s/ Murray Edward Bleach

    May 20, 2012
Murray Edward Bleach    

/s/ Peter Bruce

    May 22, 2012
Peter Bruce    

/s/ Michael Coulton

    May 22, 2012
Michael Coulton    

/s/ Henry M. Dietrich

    May 19, 2012
Henry M. Dietrich    

/s/ Melissa B. Doering

    May 23, 2012
Melissa B. Doering    

/s/ Richard Dunn

    May 19, 2012
Richard Dunn    


/s/ Kenneth T. Friedman

    May 22, 2012
Kenneth T. Friedman    

/s/ Glikbarg Revocable Trust *

    May 25, 2012
Glikbarg Recovable Trust    

/s/ R. N. Gold & Company, Inc. Profit Sharing Pension Trust

    May 22, 2012
R. N. Gold & Company, Inc. Profit Sharing Pension Trust    

/s/ Asami Ishimaru

    May 22, 2012
Asami Ishimaru    

/s/ Craig Linden

    May 22, 2012
Craig Linden    

/s/ Meyer & Doreen Luskin Family Trust *

    May 25, 2012
Meyer & Doreen Luskin Family Trust    

/s/ Samuel May

    May 22, 2012
Samuel May    

/s/ Moreno Energy, Inc.

    May 22, 2012
By: F. Fox Benton, III    
Its: President    

/s/ Duncan D. Murdoch

    May 22, 2012
Duncan D. Murdoch    

/s/ Sherwin N. Scott

    May 21, 2012
Sherwin Scott    

/s/ Luke R. Taylor

    May 22, 2012
Luke R. Taylor    

/s/ Trent D. Vichie

    May 22, 2012
Trent D. Vichie    

/s/ Lawrence A. Weinstein

    May 15, 2012
Lawrence A. Weinstein    

 

*  

/s/ David I. Meyers

  David I. Meyers
  Attorney-in-Fact

Exhibit 3

LIMITED POWER OF ATTORNEY

I, Michael Dorrell, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 21 day of May, 2012.

 

/s/ Michael Dorrell

Name (please print): Michael Dorrell


LIMITED POWER OF ATTORNEY

I, Murray Edward Bleach, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 21 day of May, 2012.

 

/s/ Murray Edward Bleach

Name (please print): Murray Edward Bleach


LIMITED POWER OF ATTORNEY

I, Peter Bruce, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Peter Bruce

Name (please print): Peter Bruce


LIMITED POWER OF ATTORNEY

I, Michael Coulton, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 21 day of May, 2012.

 

/s/ Michael Coulton

Name (please print): Michael Coulton


LIMITED POWER OF ATTORNEY

I, Henry Dietrich, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 19 day of May, 2012.

 

/s/ Henry M. Dietrich

Name (please print): Henry M. Dietrich


LIMITED POWER OF ATTORNEY

I, Melissa Bridgeford Doering, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 23 day of May, 2012.

 

/s/ Melissa Bridgeford Doering

Name (please print): Melissa Bridgeford Doering


LIMITED POWER OF ATTORNEY

I, Richard Dunn, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 19 day of May, 2012.

 

/s/ Richard Dunn

Name (please print): Richard Dunn


FORM ID, SECTION 13(d), SECTION 13(g) and SECTION 16

POWER OF ATTORNEY

THE GLIKBARG REVOCABLE TRUST (the “Trust”), does hereby constitute and appoint David I. Meyers, Coburn R. Beck and Seth A. Winter, as the Trust’s true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for the Trust and in its name and on its behalf, to (i) prepare, execute in its name and on its behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Trust to make electronic filings with the SEC; (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Trust to comply with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(g) of the Exchange Act, or any rule or regulation of the SEC in respect thereof (collectively, “Sections 13(d) and 13(g)”); and (iii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Trust to comply with Section 16 of the Exchange Act or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

The Trust does hereby ratify and confirm all acts the Trust’s said attorneys shall do or cause to be done by virtue hereof, and does hereby acknowledge that the foregoing attorneys-in-fact, serving in such capacity at the Trust’s request, are not assuming any of the Trust’s responsibilities to comply with Sections 13(d) and 13(g), or Section 16, or any rules or regulations of the SEC in respect thereof.

This power of attorney shall remain in full force and effect until it is revoked by the Trust in a signed writing delivered to each such attorney-in-fact or the Trust is no longer required to comply with Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

WITNESS the execution hereof this 23 day of May, 2012.

 

GLIKBARG REVOCABLE TRUST
By:  

/s/ Steve Glikbarg, attorney-in-fact for William Glikbarg

  Steve Glikbarg, attorney-in-fact for William Glikbarg
  Trustee


FORM ID, SECTION 13(d), SECTION 13(g) and SECTION 16

POWER OF ATTORNEY

R N GOLD & CO, INC. PROFIT SHARING PENSION TRUST, (the “Trust”), does hereby constitute and appoint David I. Meyers, Coburn R. Beck and Seth A. Winter, as the Trust’s true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for the Trust and in its name and on its behalf, to (i) prepare, execute in its name and on its behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Trust to make electronic filings with the SEC; (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Trust to comply with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(g) of the Exchange Act, or any rule or regulation of the SEC in respect thereof (collectively, “Sections 13(d) and 13(g)”); and (iii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Trust to comply with Section 16 of the Exchange Act or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

The Trust does hereby ratify and confirm all acts the Trust’s said attorneys shall do or cause to be done by virtue hereof, and does hereby acknowledge that the foregoing attorneys-in-fact, serving in such capacity at the Trust’s request, are not assuming any of the Trust’s responsibilities to comply with Sections 13(d) and 13(g), or Section 16, or any rules or regulations of the SEC in respect thereof.

This power of attorney shall remain in full force and effect until it is revoked by the Trust in a signed writing delivered to each such attorney-in-fact or the Trust is no longer required to comply with Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

WITNESS the execution hereof this 22nd day of May, 2012.

 

R N GOLD & CO, INC. PROFIT SHARING PENSION TRUST
By:  

/s/ Richard N. Gold, TTEE

  Richard N. Gold
  Trustee


FORM ID, SECTION 13(d), SECTION 13(g) and SECTION 16

POWER OF ATTORNEY

MEYER & DOREEN LUSKIN FAMILY TRUST (the “Trust”), does hereby constitute and appoint David I. Meyers, Coburn R. Beck and Seth A. Winter, as the Trust’s true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for the Trust and in its name and on its behalf, to (i) prepare, execute in its name and on its behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Trust to make electronic filings with the SEC; (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Trust to comply with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(g) of the Exchange Act, or any rule or regulation of the SEC in respect thereof (collectively, “Sections 13(d) and 13(g)”); and (iii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Trust to comply with Section 16 of the Exchange Act or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

The Trust does hereby ratify and confirm all acts the Trust’s said attorneys shall do or cause to be done by virtue hereof, and does hereby acknowledge that the foregoing attorneys-in-fact, serving in such capacity at the Trust’s request, are not assuming any of the Trust’s responsibilities to comply with Sections 13(d) and 13(g), or Section 16, or any rules or regulations of the SEC in respect thereof.

This power of attorney shall remain in full force and effect until it is revoked by the Trust in a signed writing delivered to each such attorney-in-fact or the Trust is no longer required to comply with Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

MEYER & DOREEN LUSKIN FAMILY TRUST
By:  

/s/ Meyer Luskin, Ttee

  Meyer Luskin
  Trustee


LIMITED POWER OF ATTORNEY

I, Kenneth Friedman, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Kenneth Friedman

Name (please print): Kenneth Friedman


LIMITED POWER OF ATTORNEY

We, Asami Ishimaru and Craig Linden, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter our true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for us and in our name(s) and on our behalf as shareholders of JBI, Inc., to prepare, execute in our name and on our behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling us to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable us to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable us to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

We do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. We acknowledge that the foregoing attorneys-in-fact, serving in such capacity at our request, are not assuming, nor is JBI, Inc. assuming, any of our responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Asami Ishimaru

Name (please print): Asami Ishimaru

/s/ Craig Linden

Name (please print): Craig Linden


LIMITED POWER OF ATTORNEY

I, Samuel May, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Samuel May

Name (please print): Samuel May


FORM ID, SECTION 13(d), SECTION 13(g) and SECTION 16

POWER OF ATTORNEY

MORENO ENERGY, INC., a corporation incorporated in the State of Texas (the “Corporation”), does hereby constitute and appoint David I. Meyers, Coburn R. Beck and Seth A. Winter, as the Corporation’s true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for the Corporation and in its name and on its behalf, to (i) prepare, execute in its name and on its behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Corporation to make electronic filings with the SEC; (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Corporation to comply with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), Section 13(g) of the Exchange Act, or any rule or regulation of the SEC in respect thereof (collectively, “Sections 13(d) and 13(g)”); and (iii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable the Corporation to comply with Section 16 of the Exchange Act or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

The Corporation does hereby ratify and confirm all acts the Corporation’s said attorneys shall do or cause to be done by virtue hereof, and does hereby acknowledge that the foregoing attorneys-in-fact, serving in such capacity at the Corporation’s request, are not assuming any of the Corporation’s responsibilities to comply with Sections 13(d) and 13(g), or Section 16, or any rules or regulations of the SEC in respect thereof.

This power of attorney shall remain in full force and effect until it is revoked by the Corporation in a signed writing delivered to each such attorney-in-fact or the Corporation is no longer required to comply with Sections 13(d) and 13(g), or with Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

MORENO ENERGY, INC.
By:  

/s/ Fred Fox Benton, III

  Fred Fox Benton, III
  President


LIMITED POWER OF ATTORNEY

I, Duncan Murdoch, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Duncan Murdoch

Name (please print): Duncan Murdoch


LIMITED POWER OF ATTORNEY

I, Sherwin Scott, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 21 day of May, 2012.

 

/s/ Sherwin Scott

Name (please print): Sherwin Scott


LIMITED POWER OF ATTORNEY

I, Luke Taylor, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Luke Taylor

Name (please print): Luke Taylor


LIMITED POWER OF ATTORNEY

I, Trent D. Vichie, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 22 day of May, 2012.

 

/s/ Trent Vichie

Name (please print): Trent Vichie


LIMITED POWER OF ATTORNEY

I, Lawrence Weinstein, do hereby constitute and appoint David I. Meyers, Coburn R. Beck, and Seth A. Winter my true and lawful attorneys-in-fact, any of whom acting singly is hereby authorized, for me and in my name and on my behalf as a shareholder of JBI, Inc., to prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) any and all forms, instruments or documents, including (i) a Form ID, including any necessary amendments thereto and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC, (ii) a Schedule 13D and including any amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 13 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 13”), and (iii) all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, “Section 16”).

I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is JBI, Inc. assuming, any of my responsibilities to comply with Section 13 or Section 16.

This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 13 and Section 16, whichever occurs first.

WITNESS the execution hereof this 15 day of May, 2012.

 

/s/ Lawrence A. Weinstein

Name (please print): Lawrence A. Weinstein