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
CONTRIBUTION AND SPIN OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP.Contribution and Spin Off Distribution Agreement • December 30th, 2022 • Toro Corp. • Deep sea foreign transportation of freight
This CONTRIBUTION AND SPIN OFF DISTRIBUTION AGREEMENT, dated as of [•] (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, 2023Subscription 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 AgentShareholder 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
CONTRIBUTION AND SPIN-OFF DISTRIBUTION AGREEMENT by and between CASTOR MARITIME INC. and TORO CORP. dated as of ______________________, 2023Distribution 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”.
SHARE PURCHASE AGREEMENTShare 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”).
V8 POOL INC.Pool Agreement • November 16th, 2022 • Toro Corp. • Deep sea foreign transportation of freight
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:
Dated: ….. 2022 ALPHA BANK S.A. (as lender) - and - GAMORA SHIPPING CO. and ROCKET SHIPPING CO. (as joint and several borrowers) - and - CASTOR MARITIME INC. and TORO CORP. (as Corporate Guarantors)Supplemental Agreement • November 16th, 2022 • Toro Corp. • Deep sea foreign transportation of freight • Marshall Islands
FORM OF CLASS A COMMON SHARE PURCHASE WARRANT TORO CORP.Toro Corp. • March 14th, 2023 • 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”).
THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND THE LENDER IS NOT PAID, YOU MAY HAVE TO PAY INSTEAD OF THE BORROWERS. YOUR LIABILITY WILL BE AS...Corporate • November 16th, 2022 • Toro Corp. • Deep sea foreign transportation of freight • England
