Plastic2Oil Inc (PTOI)

[loanranger]

Thank you Robin Bagai, wherever you are.

It was he who asked whether the letter agreement had been amended and, if so, how....or words to that effect.

JB, with whom the letter agreement was made, responded by saying that the letter HAD been amended. He said it had been amended to allow the appointments of RH and PB (who I believe sat in silence for an hour and a half...in the absence of any video I guess we have to accept NT's representation that he was actually there) and to change the meaning of "Qualified Independent Director".
On the first point JB and the investors group must have created a special amendment just for RH and PB., who would not even have qualified under the new QID definition. The most notable change in the definition allows candidates who have served as directors for a publicly traded company (not a publicly LISTED company, as had been suggested). That is a HUGE step down from the previous requirement:
"...(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..."
...yet to my knowledge neither RH or PB meet the downgraded standard. Correct me if I'm mistaken.
If the above is correct, the investors group, or what remains of it, seems to have decided that their interests would be better served by a board comprised of some number of lightweight directors rather than waiting for the prescribed process to locate 5 "Qualified" ones.

I'm surprised that the company hasn't seen fit to file the amended letter. It is the company's Preferred Series A and the company's Board of Directors that are at issue in it and they felt that they needed to file the original letter. Why not file the amendment? The way this issue was described by RH in the CC less than a month ago was that there had been a number of waivers by participants to the agreement:
"In terms of the Board of Directors, let’s talk briefly about the side letter that was included in our May 2012
financing between John Bordynuik and our investors. Through the side letter waivers that we disclosed in our
recently filed proxy and temporary waivers by additional parties to the side letter, we have been able to expand
the scope of our search for Board of Directors candidates and have been allocated additional time for our search."
A waiver of the original letter would essentially render its terms moot. However, describing the letter as AMENDED, as Bordynuik did by his choice of that term and the revision of director requirements that he described, would mean that the original terms were changed, not that the letter itself was void.
Earlier in the meeting JB said that the preferred was to be voted in a ratio consistent with the common and was to be returned to the company upon the seating of a new board.
Later in the meeting RH stated with unusual clarity that once a new board was seated the letter would be "gone".
I do not recall hearing a number being attached to the size of the new board that would qualify to trigger any of the above...it was just referred to as "the new board".

I'm really glad that Robin Bagai chose to participate in the way he did and that management responded. Now if the company would only confirm the details of the amended letter, which I believe they have an obligation to do...whether in the furtherance of compliance with disclosure rules or the regularly touted yet rarely observed commitment to transparency or the blatantly obvious fact that it's just the right thing to do...we would formally know how the terms changed to allow the election of RH and PB on Tuesday, the actual, explicit new definition of "Qualified Independent Director" and whatever else may have changed in the agreement that was made in May of 2012.