SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

TORO CORP.

(Name of Issuer)

Common Shares, $0.001 par value per share

(Title of Class of Securities)

Y8900D108

(CUSIP Number)

Petros Panagiotis Panagiotidis
c/o Toro Corp.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
Phone number: +357 25 357 768

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

Copies to:

George A. Stephanakis

Cravath, Swaine & Moore LLP

CityPoint

One Ropemaker Street

London EC2Y 9HR

United Kingdom

Tel: +44 (0)20 7453-1000

May 31, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Y8900D108 Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Pani Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
			(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	The Republic of Liberia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		10,371,240 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		8,511,240 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,371,240
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	54.3% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Consists of (a) 8,500,000 common shares, par value $0.001 per share, of the Issuer (each common share of the Issuer, a “Share”) acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Shares underlying restricted stock (the “Restricted Shares”), which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, over which Pani Corp. and Mr. Panagiotidis hold shared voting power and no dispositive power prior to vesting, and (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, over which Pani Corp. and Mr. Panagiotidis hold shared voting power and no dispositive power prior to vesting.  Of the 1,100,000 Restricted Shares granted on September 28, 2023, 500,000 Restricted Shares, 300,000 Restricted Shares and 300,000 Restricted Shares will vest on September 28, 2024, September 28, 2025 and September 28, 2026, respectively.  Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively.

(2) Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023 and (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023.

(3) Percentage ownership is calculated by using a denominator of 19,093,853 Shares, consisting of (a) 18,333,853 Shares outstanding as of May 9, 2024, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on May 10, 2024, plus (b) 760,000 Restricted Shares granted by the Issuer on May 31, 2024.

CUSIP No. Y8900D108 Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Petros Panagiotis Panagiotidis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Greece
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,371,240 (1)(2)(3)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,511,240 (4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,371,240
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	54.3% (5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, over which Pani Corp. and Mr. Panagiotidis hold shared voting power and no dispositive power prior to vesting, and (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, over which Pani Corp. and Mr. Panagiotidis hold shared voting power and no dispositive power prior to vesting.  Of the 1,100,000 Restricted Shares granted on September 28, 2023, 500,000 Restricted Shares, 300,000 Restricted Shares and 300,000 Restricted Shares will vest on September 28, 2024, September 28, 2025 and September 28, 2026, respectively.  Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively.

(2) Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer.  Each Series B Preferred Share has the voting power of 100,000 Shares.

(3) Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 10,371,240Shares, except to the extent of his pecuniary, voting and dispositive interests in such Shares.

(4) Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023 and (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023.

(5) Percentage ownership is calculated by using a denominator of 19,093,853 Shares, consisting of (a) 18,333,853 Shares outstanding as of May 9, 2024, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on May 10, 2024, plus (b) 760,000 Restricted Shares granted by the Issuer on May 31, 2024.

CUSIP No. Y8900D108 Page 4 of 8 Pages

This Statement constitutes Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D (the “Original Schedule 13D”) initially filed with the Securities and Exchange Commission (“SEC”) on April 27, 2023 by Pani Corp. and Petros Panagiotis Panagiotidis with respect to the common shares, par value $0.001 per share, of Toro Corp. (the “Issuer”), which Original Schedule 13D was amended by Amendment No. 1 filed on October 2, 2023 (“Amendment No. 1” and the Original Schedule 13D, as amended by Amendment No. 1, the “Schedule 13D”).  This Amendment No. 2 is being filed to report the grant of an award of restricted stock to Mr. Panagiotidis by the Issuer, which restricted stock was transferred to Pani Corp. on June 3, 2024.

This Amendment No. 2 amends the Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 2 have the meanings assigned to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof:

In connection with his service as an officer and director of the Issuer, on May 31, 2024, Mr. Panagiotidis was granted an award of 760,000 Restricted Shares pursuant to the Issuer’s 2023 Equity Incentive Plan (the “Equity Incentive Plan”) and the Restricted Stock Award Agreement, dated as of May 31, 2024 (the “Award Agreement”), between the Issuer and Mr. Panagiotidis.  Subject to the terms and conditions of the Equity Incentive Plan and the Award Agreement, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. On June 3, 2024, Mr. Panagiotidis transferred the Restricted Shares to Pani.  The Reporting Persons have not paid any consideration in connection with the Restricted Shares.

CUSIP No. Y8900D108 Page 5 of 8 Pages

Item 4. Purpose of Transaction.

The last sentence of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Also, subject to the applicable approvals from the board of directors of the Issuer and/or any committee thereof as may be designated by the board, Mr. Panagiotidis may receive additional securities of the Issuer in connection with compensation programs of the Issuer.

Item 5. Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

(a) The Reporting Persons may be deemed to be the beneficial owner of 10,371,240 Shares, which includes (i) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani on October 2, 2023, over which the Reporting Persons hold shared voting power and no dispositive power prior to vesting, and (ii) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, over which Pani Corp. and Mr. Panagiotidis hold shared voting power and no dispositive power prior to vesting.  Of the 1,100,000 Restricted Shares granted on September 28, 2023, 500,000 Restricted Shares, 300,000 Restricted Shares and 300,000 Restricted Shares will vest on September 28, 2024, September 28, 2025 and September 28, 2026, respectively.  Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. Pani is controlled by Mr. Panagiotidis.  Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani by virtue of his control of the equity and voting power of Pani. The Shares held by the Reporting Persons represent approximately 54.3% of the outstanding Shares.  Such percentage is calculated by using a denominator of 19,093,853 Shares, consisting of (a) 18,333,853 Shares outstanding as of May 9, 2024, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on May 10, 2024, plus (b) 760,000 Restricted Shares granted by the Issuer on May 31, 2024.  Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer.  Each Series B Preferred Share has the voting power of 100,000 Shares.

(b)

Pani

Sole power to vote or direct vote: 0

Shared power to vote or direct vote: 10,371,240

Sole power to dispose or direct disposition: 0

Shared power to dispose or direct disposition: 8,511,240

Mr. Panagiotidis

Sole power to vote or direct vote: 0

Shared power to vote or direct vote: 10,371,240

Sole power to dispose or direct disposition: 0

Shared power to dispose or direct disposition: 8,511,240

(c) The response set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 5(c). Except as described herein, the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares during the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

CUSIP No. Y8900D108 Page 6 of 8 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following at the end thereof:

Pursuant to the Award Agreement, on May 31, 2024, Mr. Panagiotidis was granted an award of 760,000 Restricted Shares under the Equity Incentive Plan, of which 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares will vest on May 31, 2025, May 31, 2026 and May 31, 2027, respectively.  Prior to vesting, the Restricted Shares may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated; provided that Mr. Panagiotidis may transfer the Restricted Shares to Permitted Holders (as defined in the Award Agreement) (and Mr. Panagiotidis transferred the Restricted Shares to Pani on June 3, 2024).  Under the Award Agreement, “Permitted Holders” means (i) the spouse, the ascendants, descendants and/or other immediate family members of the Grantee (as defined in the Award Agreement); (ii) any legal entity controlled by the Grantee or any of the foregoing persons described in sub-clause (i); (iii) in the event of incapacity (as adjudicated by a court of competent jurisdiction) or death of any of the persons described in sub-clause (i), such person’s estate, executor, administrator, committee or other personal representative; or (iv) any trusts, general partnerships or limited partnerships created for the benefit of the persons described in sub-clauses (i) or (iii).  Additionally, prior to vesting, provided that the Restricted Shares have not been forfeited, the holder of the Restricted Shares shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive freely all dividends or other distributions (in cash or in kind) paid or made with respect thereto. A copy of the Award Agreement is attached to this Schedule 13D as Exhibit 7 hereto, and is incorporated in its entirety into this Item 6.

CUSIP No. Y8900D108 Page 7 of 8 Pages

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented to add the following exhibits:

Exhibit No.	Description
7.	Restricted Stock Award Agreement, dated as of May 31, 2024, between Toro Corp. and Mr. Panagiotidis.

CUSIP No. Y8900D108 Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 4, 2024

PANI CORP.
By:	/s/ Andreas Avgousti
	Name:	Andreas Avgousti
	Title:	Director
	/s/ Petros Panagiotis Panagiotidis
	Petros Panagiotis Panagiotidis

EX-7

Exhibit 7

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, made as of May 31, 2024 (the “Date of Grant”), between Toro Corp., a Marshall Islands corporation (the “Company”) and  Petros Panagiotis Panagiotidis, of 21 Vasili Michailidi Street, 3026, Limassol, Cyprus (the “Grantee”).

WHEREAS, the Company has adopted the Toro Corp. 2023 Equity Incentive Plan (the “Plan”) in order to provide additional incentive to inter alios certain officers, directors, employees and consultants of (including Persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its Subsidiaries and Affiliates; and

WHEREAS, the Administrator has determined to grant to the Grantee an Award of restricted shares of Common Stock (the “Restricted Stock”) as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company.

NOW, THEREFORE, the parties hereto agree as follows:

1.          Grant of Restricted Stock.

1.1          The Company hereby grants to the Grantee an award of 760,000 (seven hundred sixty thousand) shares of Restricted Stock (the “Award”). The shares of Restricted Stock granted pursuant to the Award shall be issued in the form of book entry shares in the name of the Grantee (and, following any transfer to a Permitted Holder in accordance with Section 2, shall be in the name of such Permitted Holder) as soon as reasonably practicable after the Date of Grant and shall be subject to the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company as provided in Section 9 hereof.

1.2          This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. In case of conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of this Agreement shall prevail.

2.          Restrictions on Transfer

The Restricted Stock issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until all restrictions on such Restricted Stock shall have lapsed in the manner provided in Section 3, 4 or 5 hereof; provided that it shall be permissible for the Grantee to transfer the Restricted Stock to Permitted Holders who shall acquire the Restricted Stock under the same terms and restrictions as the Grantee and subject to the provisions of this Agreement .

“Permitted Holders” means (i) the spouse, the ascendants, descendants and/or other immediate family members of the Grantee; (ii) any legal entity controlled by the Grantee or any of the foregoing persons described in sub-clause (i); (iii) in the event of incapacity (as adjudicated by a court of competent jurisdiction) or death of any of the persons described in sub-clause (i), such person’s estate, executor, administrator, committee or other personal representative; or (iv) any trusts, general partnerships or limited partnerships created for the benefit of the persons described in sub-clauses (i) or (iii).

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3.          Lapse of Restrictions Generally

Except as provided in Sections 4, 5 and 6 hereof, the number of shares of Restricted Stock issued hereunder shall vest in accordance with the schedule below, and the restrictions with respect to such Restricted Stock shall lapse, on each of the first three (3) anniversaries of the Date of Grant. More specifically:

(i) 260,000 shares of Restricted Stock shall vest on May 31, 2025

(ii) 250,000 shares of Restricted Stock shall vest on May 31, 2026

(iii) 250,000 shares of Restricted Stock shall vest on May 31, 2027

4.          Effect of Death or Disability

Pursuant to the provisions of Section 2.6(e) of the Plan, if the Grantee’s office as Chief Executive Officer and Director of the Company terminates as a result of the Grantee’s death or Disability, in each case if such termination occurs on or after the Date of Grant, all shares of Restricted Stock which have not become vested in accordance with Sections 3 or 5 hereof shall vest, and the restrictions on such Restricted Stock shall lapse, as of the date of such termination.

5.          Effect of Change in Control

In the event of a Change in Control at any time on or after the Date of Grant, all shares of Restricted Stock which remain outstanding and have not become vested in accordance with Section 3 or 4 hereof shall vest, and the restrictions on such Restricted Stock shall lapse, immediately.

6.          Forfeiture of Restricted Stock

In addition to the circumstance described in Section 9(a) hereof, and unless otherwise determined by the Administrator, any and all shares of Restricted Stock which have not become vested in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon the Administrator confirming, by written resolution to this effect, the termination of the Grantee’s office as Chief Executive Officer and Director of the Company, other than as a result of the Grantee’s death or Disability (as set forth in Section 4 above) prior to such vesting. For the avoidance of doubt, all dividends or other distributions (in cash or in kind) paid, remitted or made to the Grantee with respect to shares of Restricted Stock, prior to such forfeiture, shall not be forfeited by the Grantee or will not be recuperated, or otherwise recoverable by the Company.

7.          Delivery of Restricted Stock

In accordance with Section 2.6(b) of the Plan, promptly after the Grantee accepts the Award, the Company or its transfer agent shall issue to the Grantee a stock certificate or stock certificates for the shares of Common Stock covered by the Award or shall establish an account evidencing ownership of the stock in uncertificated form.  Unless the Administrator shall otherwise determine, any stock certificates issued evidencing the shares of Restricted Stock shall remain in the possession of the Company (or such other custodian as may be designated by the Administrator) until such shares are free of any restrictions specified herein. The Administrator may direct that such stock certificates bear a legend setting forth the applicable restrictions on transferability.

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8.          Dividends and Voting Rights

Subject to Section 9(a) hereof, upon issuance of the Restricted Stock (and provided that the shares of Restricted Stock have not been forfeited pursuant to terms of the Plan and Section 6 hereof), the Grantee shall have all of the rights of a stockholder with respect to such Stock, including the right to vote the Stock and to receive freely all dividends or other distributions (in cash or in kind) paid or made with respect thereto. For the avoidance of doubt, all dividends or other distributions (in cash or in kind) paid on shares of Restricted Stock shall be remitted or otherwise transferred directly to the Grantee and shall not be held in any escrow arrangement.

9.          Execution of Award Agreement

(a)          The shares of Restricted Stock granted to the Grantee pursuant to the Award shall be subject to the Grantee’s execution and return of this Agreement to the Company or its designee (including by electronic means, if so provided) no later than the earlier of (i) the date hereof, and (ii) the date that is immediately prior to the date that the Restricted Stock vest pursuant to Section 3, 4 or 5 hereof (the “Grantee Return Date”); provided that if the Grantee dies before the Grantee Return Date, this requirement shall be deemed to be satisfied if the executor or administrator of the Grantee’s estate executes and returns this Agreement to the Company or its designee no later than ninety (90) days following the Grantee’s death (the “Executor Return Date”). If this Agreement is not so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, the shares of Restricted Stock evidenced by this Agreement shall be forfeited, and neither the Grantee nor the Grantee’s heirs, executors, administrators and successors shall have any rights with respect thereto.

(b)          If this Agreement is so executed and returned on or prior to the Grantee Return Date or the Executor Return Date, as applicable, all dividends and other distributions (in cash or in kind) paid or made with respect to the shares of Restricted Stock granted hereunder on or after the Date of Grant and prior to such Grantee Return Date or Executor Return Date shall be treated in the manner provided in Section 8 hereof.

10.          No Right to Continued Employment and/or Office and/or Service

Nothing in this Agreement or the Plan shall interfere with or limit in any way the right of the Company or its Subsidiaries or Affiliates to terminate the Grantee’s employment and/or service as an officer, director, employee or consultant of the Company or its Subsidiaries or Affiliates, nor confer upon the Grantee any right to continuance of employment or service by the Company or any of its Subsidiaries or Affiliates or continuance of service as a Board member.

11.          Grantee Bound by the Plan

The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

12.          Modification of Agreement

Subject to Section 3.1(c) of the Plan, this Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

3

13.          Severability

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

14.          Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof.

15.          Successors in Interest

This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

16.          Resolution of Disputes

Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Administrator. Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Subsidiaries or Affiliates for all purposes.

17.          Entire Agreement

This Agreement and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Subsidiaries and Affiliates, and supersede all other agreements, whether written or oral, with respect to the Award.

18.          Headings

The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

19.          Counterparts

This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TORO CORP.
By:	/s/ Ioannis E. Lazaridis
Name:	Ioannis E. Lazaridis
Title:	CFO
GRANTEE
By:	/s/Petros Panagiotis Panagiotidis
Name:	Petros Panagiotis Panagiotidis
Title:	Chairman, Chief Executive Officer and Class C Director

[Signature Page of Restricted stock award agreement]

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