AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG STAR BULK CARRIERS CORP. AND THE OTHER PARTIES LISTED ON SCHEDULE I HERETO Dated as of July 11, 2014Registration Rights Agreement • July 15th, 2014 • Oaktree Capital Management Lp • Deep sea foreign transportation of freight • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2014, among STAR BULK CARRIERS CORP., STAR SYNERGY LLC, STAR OMAS LLC, OAKTREE OBC HOLDINGS LLC, MILLENNIA LIMITED LIABILITY COMPANY and THE OTHER PARTIES NAMED HEREINAgreement and Plan of Merger • July 15th, 2014 • Oaktree Capital Management Lp • Deep sea foreign transportation of freight • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2014 (this “Agreement”), among Star Bulk Carriers Corp., a Marshall Islands corporation (“Parent”), Star Synergy LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Parent (“Oaktree Holdco Merger Sub”), Star Omas LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Parent (“Pappas Holdco Merger Sub” and, together with Oaktree Holdco Merger Sub, the “Merger Subs”), Oaktree OBC Holdings LLC, a Marshall Islands limited liability company (the “Oaktree Holdco”), Millennia Limited Liability Company, a Marshall Islands limited liability company (the “Pappas Holdco” and, together with the Oaktree Holdco, the “Oceanbulk Holdcos”), Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (the “Oaktree Seller”), and Millennia Holdings LLC, a Marshall Islands limited liability company (the “Pappas Seller” and, together with the Oaktree Seller, the “Sellers”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 15th, 2014 • Oaktree Capital Management Lp • Deep sea foreign transportation of freight
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
SHAREHOLDERS AGREEMENT by and among STAR BULK CARRIERS CORP. and THE SHAREHOLDERS NAMED HEREINShareholders Agreement • July 15th, 2014 • Oaktree Capital Management Lp • Deep sea foreign transportation of freight • New York
This SHAREHOLDERS AGREEMENT, dated as of July 11, 2014 (this “Agreement”), by and among Star Bulk Carriers Corp., a Marshall Islands corporation (together with any successors thereof, the “Company”), the Existing Oaktree Shareholders listed on Schedule I attached hereto, the New Oaktree Shareholders listed on Schedule II attached hereto and any other Person joined hereto from time to time as an Oaktree Shareholder in accordance with the terms hereof. Capitalized terms used herein shall have the respective meanings set forth in Article I.
