TORO CORP. and broadridge corporate issuer solutions, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [________], 2023Warrant 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 14th, 2023 • Toro Corp. • Deep sea foreign transportation of freight • New York
MASTER MANAGEMENT AGREEMENTMaster 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 AGREEMENTSecurities 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”).
