June 16, 2014 Star Bulk Carriers Corp.Monarch Alternative Capital LP • June 17th, 2014 • Deep sea foreign transportation of freight • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and 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, Millennia Limited Liability Company, a Marshall Islands limited liability company, Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company and Millennia Holdings LLC, a Marshall Islands limited liability company. Capitalized terms used and not otherwise defined herein have the meanings ascribe
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • June 17th, 2014 • Monarch Alternative Capital LP • Deep sea foreign transportation of freight
The undersigned acknowledge and agree that the Amendment No. 2 to which this agreement relates is filed on behalf of each of the undersigned and that all subsequent amendments to the Amendment No. 2 to which this agreement relates shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each 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 it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
VOTING AGREEMENT by and among OAKTREE DRY BULK HOLDINGS LLC, MILLENNIA HOLDINGS LLC, MIRABEL SHIPHOLDING & INVEST LIMITEDVoting Agreement • June 17th, 2014 • Monarch Alternative Capital LP • Deep sea foreign transportation of freight • New York
VOTING AGREEMENT, dated as of June 16, 2014 (this “Agreement”), by and among Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (the “Oaktree Seller”), Millennia Holdings LLC, a Marshall Islands limited liability company (“Millennia”), Mirabel Shipholding & Invest Limited, company limited by shares incorporated under the laws of the British Virgin Islands with BVI company number 1785399 (“Mirabel” and, together with the Oaktree Seller and Millennia, the “Sellers”) and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”).
