TORO · Toro Corp.

The reporting person received 4,827,279 shares of Common Stock as a payment-in-kind dividend on 20,822,206 shares of Common Stock owned on the dividend record date.

Represents the amount foregone in exchange for each share of Common Stock received as a dividend.

Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for purposes of Section 16 of the Exchange Act or otherwise.

This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.45 to $6.85 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for purposes of Section 16 of the Exchange Act or otherwise.

This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.175 to $6.65 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for purposes of Section 16 of the Exchange Act or otherwise.

This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.725 to $5.60 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for purposes of Section 16 of the Exchange Act or otherwise.

This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.81 to $6.75 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for purposes of Section 16 of the Exchange Act or otherwise.