Toro Corp. Sample Contracts

TORO CORP. and broadridge corporate issuer solutions, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [________], 2023
Warrant Agency Agreement • March 14th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York

WARRANT AGENCY AGREEMENT, dated as of [_______], 2023 (“Agreement”), between Toro Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and Broadridge Corporate Issuer Solutions, LLC (the “Warrant Agent”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 14th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York
CONTRIBUTION AND SPIN-OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. dated as of ______________________, 2023
Contribution and Spin-Off Distribution Agreement • March 8th, 2023 • Toro Corp. • Deep sea foreign transportation of freight

This CONTRIBUTION AND SPIN-OFF DISTRIBUTION AGREEMENT, dated as of _____________________, 2023 (this “Agreement”), is entered into by and between Castor Maritime Inc., a Marshall Islands corporation (“Castor”), and Toro Corp., a Marshall Islands corporation (“SpinCo”). Each of Castor and SpinCo is referred to herein as a “Party” and collectively, as the “Parties”.

SUBSCRIPTION AGREEMENT by and between TORO CORP. and PANI CORP. Dated as of April 17, 2023
Subscription Agreement • November 13th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York

SUBSCRIPTION AGREEMENT, dated as of April 17, 2023 (this “Agreement”), by and between TORO CORP., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and PANI CORP., a corporation organized under the laws of the Republic of Liberia (the “Investor”).

FORM OF SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of between TORO CORP. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent
Shareholder Protection Rights Agreement • December 1st, 2022 • Toro Corp. • Deep sea foreign transportation of freight • New York

This certifies that ____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Protection Rights Agreement, dated as of ___________, ____ (as amended from time to time, the “Rights Agreement”), between Toro Corp., a Marshall Islands corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a _______________, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the Expiration Time (as such term is defined in the Rights Agreement), one one-thousandth of a fully paid Participating Preferred Share, par value $0.001 per share (the “Preferred Shares”), of the Company (subject to adjustment as provided in the Ri

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 12th, 2024 • Toro Corp. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT, dated as of December 12, 2024 (this “Agreement”), by and between CASTOR MARITIME INC., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and TORO CORP., a corporation organized under the laws of the Republic of the Marshall Islands (the “Investor”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • August 8th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York

SHARE PURCHASE AGREEMENT, dated as of August 7, 2023 (this “Agreement”), by and between CASTOR MARITIME INC., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and TORO CORP., a corporation organized under the laws of the Republic of the Marshall Islands (the “Investor”).

Dated 11 December, 2024 CASTOR MARITIME INC.
Loan Agreement • December 12th, 2024 • Toro Corp. • Deep sea foreign transportation of freight
V8 POOL INC.
Pool Agreement • November 16th, 2022 • Toro Corp. • Deep sea foreign transportation of freight
MASTER MANAGEMENT AGREEMENT
Master Management Agreement • March 14th, 2023 • Toro Corp. • Deep sea foreign transportation of freight

This Master Management Agreement (the “Agreement”) dated as of the 7th day of March 2023 (the “Effective Date”) is entered into by and between:

FORM OF CLASS A COMMON SHARE PURCHASE WARRANT TORO CORP.
Common Share Purchase Warrant • March 14th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York

THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Toro Corp., a Marshall Islands corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 14th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2023, between Toro Corp., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).

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