Plastic2Oil Inc (PTOI)

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Item 4. Purpose of Transaction.

Between May 15, 2012 and May 30, 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 14,178,750 Shares at a purchase price of $0.80 per Share for aggregate gross proceeds to the Issuer of $11.3 million. The Reporting Persons purchased 12,610,000 of the 14,178,750 Shares at an aggregate purchase price of $10,088,000. 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.