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2.2 (2) First Amendment to Agreement to Form Joint Venture 2.10 Third Amendment to Second Amended and Restated
dated June 6, 2012, by and between The Toro Company and TCF Repurchase Agreement (Two Step), dated December 31, 2013, by
Inventory Finance, Inc. (incorporated by reference to Exhibit 2.1 to and between The Toro Company and Red Iron Acceptance, LLC
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter (incorporated by reference to Exhibit 2.1 to Registrant’s Quarterly
ended May 4, 2012, Commission File No. 1-8649).** Report on Form 10-Q for the fiscal quarter ended January 31,
2014, Commission File No. 1-8649).
2.3 (1) Limited Liability Company Agreement of Red Iron
Acceptance, LLC dated August 12, 2009 by and between Red Iron 2.11 Fourth Amendment to Second Amended and Restated
Holding Corporation and TCFIF Joint Venture I, LLC (incorporated Repurchase Agreement (Two Step), dated January 1, 2015, by
by reference to Exhibit 2.2 to Registrant’s Current Report on and between The Toro Company and Red Iron Acceptance, LLC
Form 8-K dated August 12, 2009, Commission File No. 1-8649).** (incorporated by reference to Exhibit 2.1 to Registrant’s Quarterly
Report on Form 10-Q for the fiscal quarter ended January 30,
2.4 Amendment No. 1 to Limited Liability Company Agreement of 2015, Commission File No. 1-8649).
Red Iron Acceptance, LLC (incorporated by reference to
Exhibit 2.4 to Registrant’s Annual Report on Form 10-K for the 2.12 Asset Purchase Agreement dated as of October 27, 2014
fiscal year end October 31, 2012, Commission File No. 1-8649).** among The Toro Company, Northern Star Industries, Inc. and its
shareholders (incorporated by reference to Exhibit 2.1 to
2.5 (2) Second Amendment to Limited Liability Company Registrant’s Current Report on Form 8-K dated October 27, 2014,
Agreement of Red Iron Acceptance, LLC, dated June 6, 2012, by Commission File No. 1-8649).**
and between Red Iron Holding Corporation and TCFIF Joint
Venture I, LLC (incorporated by reference to Exhibit 2.2 to 3.1 and 4.1 Restated Certificate of Incorporation of The Toro
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter Company (incorporated by reference to Exhibit 3.1 to Registrant’s
ended May 4, 2012, Commission File No. 1-8649).** Current Report on Form 8-K dated June 17, 2008, Commission
File No. 1-8649).
2.6 Receivable Purchase Agreement, by and among Toro Credit
Company, as Seller, The Toro Company, and Red Iron 3.2 and 4.2 Certificate of Amendment to Restated Certificate of
Acceptance, LLC, as Buyer (incorporated by reference to Incorporation of The Toro Company (incorporated by reference to
Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated
October 1, 2009, Commission File No. 1-8649).** March 13, 2013, Commission File No. 1-8649).
2.7 Second Amended and Restated Repurchase Agreement (Two 3.3 and 4.3 Amended and Restated Bylaws of The Toro
Step), dated as of October 29, 2010, by and between The Toro Company (incorporated by reference to Exhibit 3.2 to Registrant’s
Company and Red Iron Acceptance, LLC (incorporated by Current Report on Form 8-K dated June 17, 2008, Commission
reference to Exhibit 2.1 to Registrant’s Current Report on File No. 1-8649).
Form 8-K dated October 29, 2010, Commission File No. 1-8649).** 4.4 Specimen Form of Common Stock Certificate (incorporated
2.8 First Amendment to Second Amended and Restated by reference to Exhibit 4(c) to Registrant’s Quarterly Report on
Repurchase Agreement (Two Step), by and between The Toro Form 10-Q for the quarter ended August 1, 2008, Commission File
Company and Red Iron Acceptance, LLC (incorporated by No. 1-8649).
reference to Exhibit 2.5 to Registrant’s Annual Report on 4.5 Indenture dated as of January 31, 1997, between Registrant
Form 10-K for the fiscal year ended October 31, 2011, and First National Trust Association, as Trustee, relating to The
Commission File No. 1-8649). Toro Company’s 7.80% Debentures due June 15, 2027
2.9 Second Amendment to Second Amended and Restated (incorporated by reference to Exhibit 4(a) to Registrant’s Current
Repurchase Agreement (Two Step), dated June 6, 2012, by and Report on Form 8-K dated June 24, 1997, Commission File
between The Toro Company and Red Iron Acceptance, LLC No. 1-8649).
(incorporated by reference to Exhibit 2.3 to Registrant’s Quarterly 4.6 Indenture dated as of April 20, 2007, between Registrant and
Report on Form 10-Q for the fiscal quarter ended May 4, 2012, The Bank of New York Trust Company, N.A., as Trustee, relating
Commission File No. 1-8649). to The Toro Company’s 6.625% Notes due May 1, 2037
(incorporated by reference to Exhibit 4.3 to Registrant’s
Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on April 23, 2007, Registration
No. 333-142282).
72