UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2015
Commission File Number: 001-33869
STAR BULK CARRIERS CORP.
(Translation of registrant’s name
into English)
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Street,
15124 Maroussi,
Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form
40-F o
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o.
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o.
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed
to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
Underwriting Agreement
On January 9, 2015, Star Bulk Carriers Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) between Jefferies LLC and Morgan Stanley & Co. LLC, as representative of the other several underwriters listed
in Schedule I thereto (collectively the “Underwriters”), and the Company, pursuant to which the Company agreed to sell
49,000,418 of its common shares (the “Shares”) in a registered offering under the Securities Act of 1933, as amended. The Company also agreed to grant a 30-day option to the Underwriters to purchase all or part
of an additional 1,762,500 Shares. The Underwriting Agreement contains customary indemnities and covenants.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is attached to this Current Report as Exhibit 1.1, and which is incorporated herein
by reference.
Legal Opinion
In connection with the issuance of the Shares, the Company
received an opinion of its Marshall Islands counsel, Seward & Kissel LLP, which is filed as Exhibit 5.1 hereto.
The foregoing description does not purport to be complete and
is qualified in its entirety by reference to the opinion of Seward & Kissel LLP, a copy of which is included as Exhibit 5.1
to this Current Report on Form 6-K and which is incorporated herein by reference.
Closing Press Release
Attached as Exhibit 99.1 is a copy of the
press release of Star Bulk Carriers Corp. dated January 14, 2015, titled Star Bulk Carriers Corp. Announces Closing of Primary
Public Offering of 49,000,418 Common Shares.
This information contained in this Current
Report on Form 6-K, including the exhibits hereto, is hereby incorporated by reference into the Company’s Registration Statement
on Form F-3 (File No. 333-197886).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: January 14, 2015 |
|
STAR BULK CARRIERS CORP. |
(Registrant) |
|
|
|
|
|
|
By: |
/s/ Simos Spyrou |
|
|
|
Name: |
Simos Spyrou |
|
|
|
Title: |
Co-Chief Financial Officer |
Exhibit No. |
Name |
1.1 |
Underwriting Agreement, dated January 9, 2015, between Jefferies LLC and Morgan Stanley & Co. LLC, as representative of the other several underwriters listed in Schedule I thereto, and Star Bulk Carriers Corp. |
5.1 |
Opinion of legality of
Seward & Kissel LLP, Marshall Islands counsel to the Company, as to the validity of the Shares. |
99.1 |
Press release of Star Bulk Carriers Corp. dated January 14, 2015, titled Star Bulk Carriers Corp. Announces Closing of Primary Public Offering of 49,000,418 Common Shares. |
|
|
Exhibit 1.1
EXECUTION VERSION
Star Bulk Carriers Corp.
49,000,418 Common Shares
UNDERWRITING AGREEMENT
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
January 9, 2015
Ladies and Gentlemen:
Star Bulk Carriers Corp., a Marshall Islands
corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”)
named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of
49,000,418 shares (the “Firm Shares”) of the Company’s common shares, $0.01 par value (the “Common
Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite
their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,762,500
additional Common Shares of the Company (the “Option Shares”) as set forth on Schedule II hereto. To the extent
there are no additional underwriters listed on Schedule I, the term “Representative” as used herein shall mean you,
as Underwriters, and the term “Underwriters” shall mean either the singular or plural, as the context requires.
As the Representative, you have advised the
Company (a) that you are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) that
the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Shares set forth opposite
their respective names in Schedule I, plus their pro rata portion of the Option Shares set forth on Schedule II if you elect to
exercise the option to purchase additional shares in whole or in part for the accounts of the several Underwriters. The Firm Shares
and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”
In consideration of the mutual agreements
contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:
1.
Representations and Warranties of the Company.
The Company represents and warrants to each
of the Underwriters as follows:
(a)
A registration statement on Form F-3 (File No. 333-197886), as amended, with respect to the Shares, including a form
of prospectus (the “Base Prospectus”), has been prepared by the Company in conformity in all material respects
with the applicable requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations
(the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”)
thereunder and has been filed with the Commission and become effective not earlier than three years prior to the date hereof. The
Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of
Form F-3. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by any
preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant
to Rule 424(b) under the Act, and including the documents incorporated in the Base Prospectus by reference (a “Preliminary
Prospectus”), and the exhibits, financial statements and schedules to such registration statement, in each case as
finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any
registration statement filed by the Company pursuant to Rule 462(b) under the Act, is herein referred to as the “Registration
Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C
under the Act and contained in the Final Prospectus referred to below, has become effective under the Act and no post-effective
amendment to the Registration Statement has been filed as of the date of this Agreement. “Final Prospectus”
means the form of prospectus relating to the Shares first filed with the Commission pursuant to and within the time limits described
in Rule 424(b) under the Act. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Final Prospectus
or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated
by reference therein, and, in the case of any reference herein to the Final Prospectus, also shall be deemed to include any documents
incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing
of the Final Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters.
(b)
As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (as defined below),
as the case may be, neither (i) the General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable
Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”),
nor (ii) any individual Limited Use Free Writing Prospectus (as defined below), when considered together with the General
Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
provided, however, that the Company makes no representations or warranties as to information contained in or omitted from any Issuer
Free Writing Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf
of any Underwriter through the Representative, specifically for use therein, it being understood and agreed that the only such
information is that described in Section 14 herein. As used in this subsection and elsewhere in this Agreement:
“Applicable Time” means 8:00 a.m.
(New York time) on the date of this Agreement or such other time as agreed to by the Company and the Representative.
“Statutory Prospectus” means the
Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference
therein and any prospectus supplement deemed to be a part thereof.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 under the Act, relating to the Shares in the form
filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g) under the Act, including the presentation identified on Schedule III(A) to this Agreement.
“General Use Free Writing Prospectus”
means any Issuer Free Writing Prospectus that is identified on Schedule III(B) to this Agreement.
“Limited Use Free Writing Prospectus”
means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.
(c)
The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the
Marshall Islands, with corporate power and authority to own or lease, as the case may be, its properties and conduct its business
as described in the Registration Statement, the General Disclosure Package and the Final Prospectus. Each of the subsidiaries of
the Company are listed in Exhibit A-I hereto (collectively, the “Subsidiaries”). Each of the “significant
subsidiaries” of the Company, as such term is defined in Rule 1-02 of Regulation S-X, listed in Exhibit A-II hereto (collectively,
the “Significant Subsidiaries”), has been duly organized and is validly existing as a corporation or limited
liability company, as the case may be, in good standing (where such concept is legally relevant) under the laws of the jurisdiction
of its incorporation, with corporate power and authority to own or lease its properties and conduct its business as described in
the Registration Statement, the General Disclosure Package and the Final Prospectus, except where the failure to have been duly
organized, to be validly existing, to be in good standing or to have such power and authority would not be reasonably expected
to have a Material Adverse Effect. The Subsidiaries are the only subsidiaries, direct or indirect, of the Company. The Company
and each of its Significant Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of its
business requires such qualification. The outstanding shares of capital stock or membership interests, as applicable, of each of
the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or
another Subsidiary free and clear of all liens, encumbrances and equities and claims (other than any liens, encumbrances, and equities
and claims described in the Registration Statement, the General Disclosure Package and the Final Prospectus), and no options, warrants
or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of
capital stock or ownership interests in the Subsidiaries are outstanding (other than as described in the Registration Statement,
the General Disclosure Package and the Final Prospectus).
(d)
This Agreement has been duly authorized, executed and delivered by the Company.
(e)
The outstanding Common Shares of the Company have been duly authorized and validly issued and are fully paid and
non-assessable; the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated
herein will be validly issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any
of the Shares or the issue and sale thereof. Neither the filing of the Registration Statement nor the offering or sale of the Shares
as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating
to the registration of any Common Shares.
(f)
The information set forth under the caption “Capitalization” in the Registration Statement and the Final
Prospectus (and any similar section or information contained in the General Disclosure Package) is true and correct in all material
respects or, to the extent that it is based upon assumptions or projections, is based upon assumptions or projections that the
Company has determined in good faith. All of the Shares conform in all material respects to the description thereof contained in
the Registration Statement, the General Disclosure Package and the Final Prospectus. The form of certificates for the Shares conforms
to the corporate law of the jurisdiction of the Company’s incorporation.
(g)
The Commission has not issued an order preventing or suspending the use of any Preliminary Prospectus, any Issuer
Free Writing Prospectus or the Final Prospectus relating to the proposed offering of the Shares, and no proceeding for that purpose
or pursuant to Section 8A of the Act has been instituted or, to the Company’s knowledge, threatened by the Commission. The
Registration Statement contains, the General Disclosure Package contains and the Final Prospectus and any amendments or supplements
thereto will contain, all statements which are required to be stated therein by, and will conform in all material respects to,
the requirements of the Act and the Rules and Regulations. The documents incorporated, or to be incorporated, by reference in the
Final Prospectus, at the time filed or furnished with the Commission conformed or will conform, in all material respects to the
requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or the Act, as applicable,
and the rules and regulations of the Commission thereunder. The Registration Statement (including the documents incorporated by
reference therein) and any amendment thereto do not contain, and will not contain, any untrue statement of a material fact and
do not omit, and will not omit, to state a material fact required to be stated therein or necessary to make the statements therein
not misleading. The General Disclosure Package (including the documents incorporated by reference therein), as of the Applicable
Time, does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Final Prospectus and any amendments and supplements thereto
(including the documents incorporated by reference therein) do not contain, and will not contain, any untrue statement of a material
fact; and do not omit, and will not omit, to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or
warranties as to information contained in or omitted from the Registration Statement or the Final Prospectus, or any such amendment
or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter
through the Representative, specifically for use therein, it being understood and agreed that the only such information is that
described in Section 14 herein.
(h)
Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the
public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representative as described
in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the
information contained in the Registration Statement or the Final Prospectus, including any document incorporated by reference therein
and any Prospectus Supplement deemed to be a part thereof that has not been superseded or modified.
(i)
The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection
with the offering and sale of the Shares other than any Preliminary Prospectus, the Final Prospectus and other materials, if any,
permitted under the Act and consistent with Section 4(b) below. The Company will file with the Commission all Issuer Free Writing
Prospectuses in the time and manner required under Rule 433(d) under the Act.
(j)
There are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required
to be described in the Registration Statement, the General Disclosure Package or the Final Prospectus, or to be filed as an exhibit
thereto, which are not described or filed as required; and any statements in the Registration Statement, the General Disclosure
Package and the Final Prospectus under the captions “Material United States Federal Income Tax Considerations,” “Marshall
Islands Tax Considerations” and “Certain Relationships and Related Party Transactions” insofar as they purport
to summarize provisions of law, rules, regulations, documents or legal, regulatory or governmental proceedings, provide accurate
summaries thereof in all material respects.
(k)
(i) At the earliest time after the filing the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares and (ii) as of the date hereof (with
such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an “ineligible
issuer” (as defined in Rule 405 under the Act, without taking into account any determination by the Commission pursuant to
Rule 405 under the Act that it is not necessary that the Company be considered an ineligible issuer), including, without limitation,
for purposes of Rules 164 and 433 under the Act with respect to the offering of the Shares as contemplated by the Registration
Statement. The Common Shares are an “actively-traded security” as such term is defined in Regulation M.
(l)
The consolidated financial statements of the Company and the Subsidiaries, together with related notes and schedules
as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus,
present fairly in all material respects the financial position and the results of operations and cash flows of the Company and
the consolidated Subsidiaries, at the indicated dates and for the indicated periods. Such financial statements and related schedules
have been prepared in accordance with United States generally accepted principles of accounting (“GAAP”), consistently
applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of
results for such periods have been made. The summary consolidated financial and statistical data included or incorporated by reference
in the Registration Statement, the General Disclosure Package and the Final Prospectus presents fairly in all material respects
the information shown therein, and such data has been compiled on a basis consistent with the financial statements presented therein
and the books and records of the Company. The pro forma financial information and the related notes thereto included or incorporated
by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus has been prepared in accordance
with the Commission’s rules and guidance with respect to pro forma financial information in all material respects, and the
assumptions underlying such pro forma financial information are, reasonable and are set forth in each of the Registration Statement,
the General Disclosure Package and the Final Prospectus. All disclosures contained in the Registration Statement, the General Disclosure
Package and the Final Prospectus regarding “non-GAAP financial measures” (as such term is defined by the Rules and
Regulations) comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act,
to the extent applicable. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent
(including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting
Standards Board Accounting Standards Codification 810-10), not disclosed in the Registration Statement, the General Disclosure
Package and the Final Prospectus. There are no financial statements (historical or pro forma) that are required to be included
in the Registration Statement, the General Disclosure Package or the Final Prospectus that are not included as required.
(m)
To the knowledge of the Company, the historical combined financial statements of Oceanbulk Shipping LLC and Oceanbulk
Carriers LLC (collectively, “Oceanbulk”), together with related notes and schedules as set forth or incorporated
by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus, present fairly in all material
respects the financial position and the results of operations and cash flows of Oceanbulk, at the indicated dates and for the indicated
periods. Such financial statements and related schedules have been prepared, in all material respects, in accordance with GAAP,
consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation
of results for such periods have been made.
(n)
To the best knowledge of the Company, (i) the historical combined financial statements of Dioriga Shipping Co. and
Positive Shipping Company (together, “Pappas”), together with related notes and schedules attached to the letter
described in Section 6(d)(ii) to be furnished by Ernst & Young (Hellas) Certified Auditors Accountants S.A. to you with respect
to Pappas, present fairly, in all material respects, the financial position and the results of operations and cash flows of Pappas,
at the indicated dates and for the indicated periods and (ii) such financial statements and related schedules have been prepared,
in all material respects, in accordance with GAAP, consistently applied throughout the periods involved, except as disclosed therein,
and all adjustments necessary for a fair presentation of results for such periods have been made.
(o)
Ernst & Young (Hellas) Certified Auditors Accountants S.A. and Deloitte Hadjipavlou Sofianos & Cambanis S.A.,
each of which has audited or performed review procedures on certain of the financial statements of the Company and the Subsidiaries
filed with or furnished to the Commission, as part of, or incorporated by reference in, the Registration Statement, the General
Disclosure Package and the Final Prospectus, are each an independent registered public accounting firm with respect to the Company
and its Subsidiaries within the meaning of the Act and the applicable Rules and Regulations and the Public Company Accounting Oversight
Board (United States) (the “PCAOB”).
(p)
Ernst & Young (Hellas) Certified Auditors Accountants S.A., who have audited or performed review procedures on
certain of the financial statements of Oceanbulk filed with or furnished to the Commission, as part of, or incorporated by reference
in, the Registration Statement, the General Disclosure Package and the Final Prospectus, are an independent registered public accounting
firm with respect to Oceanbulk within the meaning of the Act and the applicable Rules and Regulations and the PCAOB.
(q)
Ernst & Young (Hellas) Certified Auditors Accountants S.A., who have audited or performed review procedures certain
of the financial statements of Pappas attached to the letter described in Section 6(d)(ii) to be furnished by Ernst & Young
(Hellas) Certified Auditors Accountants S.A. to you with respect to Pappas, are an independent registered public accounting firm
with respect to Pappas within the meaning of the Act and the applicable Rules and Regulations and the PCAOB.
(r)
The Company and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
(s)
The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act); the Company’s “disclosure controls and procedures” are reasonably designed
to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Exchange
Act, and that all such information is accumulated and communicated to the Company’s management, including its Chief Executive
Officer and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure and to make the certifications
of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such
reports.
(t)
Since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness
in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
(u)
Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by
the Commission and the NASDAQ Global Select Market thereunder (the “Sarbanes-Oxley Act”) have been applicable
to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision
of the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that it is in compliance in all material respects
with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply and is actively
taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act not currently in effect or
which will become applicable to the Company.
(v)
There is no action, suit, claim or proceeding pending or, to the knowledge of the Company, threatened against the
Company or any of the Subsidiaries before any court or administrative agency or otherwise which if determined adversely to the
Company or any of the Subsidiaries would be reasonably expected to either (i) have, individually or in the aggregate, a material
adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise)
or prospects of the Company and of the Subsidiaries taken as a whole or (ii) prevent the consummation of the transactions
contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being
referred to as a “Material Adverse Effect”), except as set forth in the Registration Statement, the General
Disclosure Package and the Final Prospectus.
(w)
Except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company
and the Subsidiaries have good and marketable title to all of the properties and assets reflected in the consolidated financial
statements hereinabove described or described in the Registration Statement, the General Disclosure Package and the Final Prospectus,
subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those reflected in such financial statements or
which would not be reasonably expected to have a Material Adverse Effect. The Company and the Subsidiaries occupy their leased
properties under valid and binding leases conforming in all material respects to the descriptions thereof set forth in the Registration
Statement, the General Disclosure Package and the Final Prospectus.
(x)
The Company and the Subsidiaries have filed all material U.S. federal, state, local and foreign tax returns which
have been required to be filed and have paid all material taxes indicated by such returns and all assessments received by them
to the extent that such taxes or assessments have become due, except for any such taxes or assessments which are being contested
in good faith and for which an adequate reserve for accrual has been established in accordance with GAAP. All material tax liabilities
have been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed
additional material tax assessments.
(y)
Since the respective dates as of which information is given in the Registration Statement, the General Disclosure
Package and the Final Prospectus, as each may be amended or supplemented, (i) there has not been any material adverse change or
any development involving a prospective material adverse change in or affecting the earnings, business, management, properties,
assets, rights, operations, condition (financial or otherwise), or prospects of the Company and the Subsidiaries taken as a whole,
whether or not occurring in the ordinary course of business, (ii) the Company has not purchased any of its outstanding capital
stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and
customary dividends and (iii) there has not been any material transaction entered into or any material transaction that is probable
of being entered into by the Company or the Subsidiaries, other than transactions in the ordinary course of business and changes
and transactions described in the Registration Statement, the General Disclosure Package and the Final Prospectus, as each may
be amended or supplemented. The Company and the Subsidiaries have no material contingent obligations which are not disclosed in
the Company’s financial statements which are included in the Registration Statement, the General Disclosure Package and the
Final Prospectus.
(z)
Neither the Company nor any of the Subsidiaries is or with the giving of notice or lapse of time or both, will be,
(i) in violation of its certificate or articles of incorporation, by-laws, certificate of formation, limited liability agreement,
partnership agreement or other organizational documents or (ii) in violation of or in default under any agreement, lease,
contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound
and, solely with respect to this clause (ii), which violation or default would be reasonably expected to have a Material Adverse
Effect. The execution, delivery and performance of this Agreement, the issuance and delivery of the Shares and the consummation
of the transactions contemplated herein and the fulfillment of the terms hereof will not conflict with, result in a breach or violation
of any of the terms or provisions of, result in the imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its Subsidiaries pursuant to, or constitute a default under, (i) any indenture, mortgage, deed of trust or
other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any
of their respective properties is bound, or (ii) of the certificate or articles of incorporation or by-laws of the Company or (iii)
any law, order, rule or regulation judgment, order, writ or decree applicable to the Company or any Subsidiary of any court or
of any government, regulatory body or administrative agency or other governmental body having jurisdiction, except, with respect
to clauses (i) or (iii), for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect.
(aa)
The Company and its Subsidiaries have not violated and are in compliance with all laws, statutes, ordinances, regulations,
rules and orders of each foreign, federal, state or local government and any other governmental department or agency having jurisdiction
over the Company and any Subsidiary, and any judgment, decision, decree or order of any court or governmental agency, department
or authority having jurisdiction over the Company and any Subsidiary, except for those violations that would not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect.
(bb)
The execution and delivery of, and the performance by the Company of its obligations under, this Agreement has been
duly and validly authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly executed
and delivered by the Company.
(cc)
Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative
or other governmental body necessary in connection with the execution, delivery and performance by the Company of this Agreement,
the issuance and delivery of the Shares and the consummation of the transactions contemplated hereby and by the General Disclosure
Package and the Final Prospectus (except such additional steps as may be required by the Commission, the Financial Industry Regulatory
Authority (“FINRA”) or such additional steps as may be necessary to qualify the Shares for public offering by
the Underwriters under state securities or Blue Sky laws) has been obtained or made and is in full force and effect other than
(i) any listing applications and related consents or any notices required by the NASDAQ Global Select Market in the course of the
offering of the Securities, (ii) filings with the Commission pursuant to Rule 424(b) under the Act, (iii) filings with the Commission
on Form 6-K with respect to this Agreement or the transactions contemplated hereby, or (iv) such as shall have been obtained or
made prior to the time of purchase.
(dd)
Neither the Company nor any of the Subsidiaries or any related entities (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or
more intermediaries, controls or is a “person associated with a FINRA member” or “associated person of a FINRA
member” (within the meaning of Article I of the Bylaws of the FINRA).
(ee)
There are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company
or the Subsidiaries which are likely to have a Material Adverse Effect.
(ff)
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
the Company and each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities which
are necessary to the conduct of their businesses.
(gg)
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
the Company and the Subsidiaries each own or possess, or can acquire on reasonable terms, the right to use all patents, patent
rights, trademarks, trade names, service marks, service names, copyrights, license rights, know-how (including trade secrets and
other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property
rights (“Intellectual Property”) necessary to carry on their business; and to the Company’s knowledge,
neither the Company nor any of the Subsidiaries has infringed, and none of the Company or the Subsidiaries have received notice
of conflict with, any Intellectual Property of any other person or entity. The Company has taken all reasonable steps necessary
to secure interests in such Intellectual Property from its contractors. There are no outstanding options, licenses or agreements
of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement,
the General Disclosure Package and the Final Prospectus and are not described in all material respects. The Company is not a party
to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that
are required to be set forth in the Final Prospectus and are not described in all material respects. None of the technology employed
by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company
or any of its officers, directors or employees or otherwise in violation of the rights of any persons; the Company has not received
any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its
business as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, would violate, infringe
or conflict with, any of the Intellectual Property of any other person or entity in a manner that would, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect. The Company knows of no infringement by others of Intellectual
Property owned by or licensed to the Company.
(hh)
Neither the Company nor any Subsidiary is or, after giving effect to the offering and sale of the Shares contemplated
hereunder and the application of the net proceeds from such sale as described in the Properties, will be required to register as
an “investment company” within the meaning of such term under the Investment Company Act of 1940 as amended (the “1940
Act”), and the rules and regulations of the Commission thereunder.
(ii)
The statistical, industry-related and market-related data included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Final Prospectus are based on or derived from sources which the Company reasonably
and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
(jj)
Each vessel described in the Registration Statement, the General Disclosure Package and the Final Prospectus, except
for the vessels which the Company or a Subsidiary has contracted to acquire or to have constructed or for which the Company or
a Subsidiary has entered into a bare boat charter in, is owned directly by one of the Subsidiaries; each of the vessels listed
on Exhibit B hereto and specified as being owned (the “Owned Vessels”) by a Subsidiary has been duly
registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Exhibit B
in the sole ownership of the Subsidiary set forth opposite its name on Exhibit B, except as would not, individually or in
the aggregate, be reasonably expected to have a Material Adverse Effect; each such Subsidiary has good title to the applicable
Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record
other than as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and no other action
is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third
party, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and each
such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under
the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except
for failures to be in good standing which would not, in the aggregate, be reasonably expected to have a Material Adverse Effect.
Upon delivery to and acceptance by the relevant Subsidiary under the memoranda of agreement, the newbuilding contracts or the bare
boat charter described in the Registration Statement, the General Disclosure Package and the Final Prospectus, each of the vessels
listed on Exhibit B hereto and specified as being under contract (the “Contracted Vessels”) for delivery
to and acceptance by a Subsidiary (i) will be duly registered as a vessel under the laws of the jurisdiction set forth opposite
its name on Exhibit B in the sole ownership of the Subsidiary, or, in the case of vessels subject to bare boat charters,
the disponent ownership of the Subsidiary, set forth opposite its name on Exhibit B, (ii) on such date, each such Subsidiary
will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests,
claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from
any financing arrangement which the Company or a Subsidiary may enter to finance the Contracted Vessel and except such encumbrances
which would not, in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) each such Contracted
Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the
laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, except
for such failures to be in good standing which would not, individually or in the aggregate, be reasonably expected to have a Material
Adverse Effect.
(kk)
Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel
will be, operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or
restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the
respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and
local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all
Environmental Laws), except where such failure to be in compliance would not, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will
be, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state
and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation,
all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state,
except where such failure to be so qualified would not, individually or in the aggregate, be reasonably expected to have a Material
Adverse Effect.
(ll)
Each Owned Vessel is classed by a classification society which is a full member of the International Association
of Classification Societies and is in class with valid class and trading certificates, without any overdue recommendations.
(mm)
The Company and the Subsidiaries carry, or are covered by, insurance (which term shall include membership in P&I
clubs) in such amounts and covering such risks as is prudent, reasonable and customary for companies engaged in similar businesses
in similar industries; neither the Company nor any of its Subsidiaries has received notice from any insurer or agent of such insurer
that substantial capital improvements or other expenditures will have to be made in order to continue such insurance; all such
insurance is outstanding and in full force and effect and neither the Company nor any Subsidiary has received any notice of cancellation
or proposed cancellation relating to such insurance.
(nn)
Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect,
(i) neither the Company nor any of its Subsidiaries is in violation of any federal, state, local or foreign statute, law,
rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health (as it relates
to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened
release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products,
asbestos-containing materials or mold (collectively, “Hazardous Materials”), or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (ii) the Company and each of its Subsidiaries has all permits, authorizations and approvals required under
any applicable Environmental Laws and is in compliance with its requirements, (iii) there are no pending or, to the knowledge
of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices
of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its
Subsidiaries, (iv) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected
to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental
body or agency, against or affecting the Company or any of its Subsidiaries, relating to Hazardous Materials or any Environmental
Laws, (v) neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party”
under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, (vi) there has been no
storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release of any Hazardous Materials
by, due to, or caused by the Company or any of its Subsidiaries (or, to the Company’s knowledge, by any other entity for
whose acts or omissions the Company is or may liable) upon any other property now or previously owned or leased by the Company
or any of its Subsidiaries, or upon any other property, which would be a violation of or give rise to any liability under any applicable
law, rule, regulation, order, judgment, decree or permit (including any applicable regulations and standards adopted by the International
Maritime Organization) relating to pollution or protection of human health (as it relates to exposure to Hazardous Materials) and
the environment, (vii) there has been no disposal, discharge, emission or other release of any kind onto such property or
into the environment surrounding such property, of any toxic or other wastes or other hazardous substances with respect to which
the Company has knowledge and (viii) neither the Company nor any of its Subsidiaries has agreed to assume, undertake or provide
indemnification for any liability or any other person under any Environmental Law, including any obligation for cleanup or remedial
action, other than by operation of law or due to the Company’s or any of its Subsidiaries, membership in any mutual protection
and indemnity association.
(oo)
In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the
business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated
costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated
costs and liabilities would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect and
for the avoidance of doubt neither the Company nor any of its Subsidiaries is aware of any legal proceedings that are pending or
known to be contemplated against any of them under any Environmental Laws in which a governmental entity is also a party (other
than such proceedings regarding which the Company and the affected Subsidiaries reasonably believe no monetary sanctions of $100,000
or more will be imposed on them) or has estimated incurring material capital expenditures to comply with any Environmental Laws,
except for such costs and liabilities, proceedings and capital expenditures as set forth in the Registration Statement, the General
Disclosure Package and the Final Prospectus.
(pp)
The Common Shares are listed on the NASDAQ Global Select Market and the Company has submitted a notice of an additional
issuance to the NASDAQ Global Select Market regarding the Shares.
(qq)
There are no relationships or related party transactions involving the Company or any of the Subsidiaries or any
other person required to be described in the Registration Statement, the General Disclosure Package and the Final Prospectus which
have not been described as required.
(rr)
Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and other
than the Subsidiaries, the Company does not own directly or indirectly, any equity or long-term debt securities of any corporation,
partnership, limited liability company, joint venture, association or other entity.
(ss)
Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from
any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise)
under the laws of the United States, the Marshall Islands, the Republic of Liberia or Greece, or any political subdivisions thereof.
(tt)
To the knowledge of the Company, neither the Company nor any of the Subsidiaries has made any contribution or other
payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required
to be disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus.
(uu)
Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company
is not prohibited, directly or indirectly, from paying any dividends, from making any other distribution, from repaying any loans
or advances or from transferring any of its property or assets. All dividends and other distributions declared and payable on the
shares of capital stock of the Company may, under the current laws and regulations of the Marshall Islands and any political subdivisions
thereof, be paid in United States dollars and may be freely transferred out of the Marshall Islands, and all such dividends and
other distributions will not be subject to withholding or other taxes under the laws and regulations of the Marshall Islands and
are otherwise free and clear of any other tax, withholding or deduction and without the necessity of obtaining any consents, approvals,
authorizations, orders, licenses, registrations, clearances and qualifications of or with any court or governmental agency or body
in the Marshall Islands.
(vv)
Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, no Subsidiary
of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other
distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from
the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the
Company, except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus or as provided
by the laws of its jurisdiction of organization with respect to permissible sources of funds from which dividends may be paid.
(ww)
Assuming payment for the Shares as contemplated by this Agreement, there are no restrictions on subsequent transfers
of the Shares by the Underwriters under the laws of the Marshall Islands except as may be provided by law with respect to insolvency
or bankruptcy of an Underwriter.
(xx)
No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained
in the Registration Statement, the General Disclosure Package or the Final Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.
(yy)
The Company believes that it is not currently a passive foreign investment company (“PFIC”) within
the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended, and does not currently intend to
take any action that is likely to result in it becoming a PFIC.
(zz)
There are no material capital gains, income, withholding, documentary, stamp or other taxes or duties or similar
fees or charges under U.S. federal law or the laws of any U.S. state, the Republic of the Marshall Islands or the Republic of Liberia
or any political subdivision of any thereof, required to be paid in connection with the execution and delivery of this Agreement
or the issuance by the Company of the Shares, or the sale and delivery by the Company of the Shares to or for the respective accounts
of the Underwriters or the sale and delivery by the Underwriters of the Shares to the initial purchasers thereof.
(aaa)
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(bbb)
Except as described in the Registration Statement, the General Disclosure Package or the Final Prospectus and except
as would not be reasonably expected to have a Material Adverse Effect, neither the Company nor any Subsidiary has sent or received
any communication regarding termination of, or intent not to renew, any of the contracts, charters or agreements referred to or
described in the Registration Statement, the General Disclosure Package or the Final Prospectus, or referred to or described in,
or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company
or any Subsidiary or, to the Company’s knowledge, any other party to any such contract or agreement.
(ccc)
Neither the Company nor any of its Subsidiaries or affiliates, nor any director, officer, nor, to the knowledge of
the Company, any employee, agent, representative or other person acting on behalf of the Company or any of its Subsidiaries or
affiliates has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval
of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government
official” (including any officer or employee of a government or government-owned or controlled entity or of a public international
organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or
party official or candidate for political office) to influence official action or secure an improper advantage; and the Company
and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have
instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such
laws and with the representation and warranty contained herein.
(ddd)
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct
business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(eee)
(i) Neither the Company nor any of its Subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s
knowledge, any agent, affiliate or representative of the Company or any of its Subsidiaries, is an individual or entity (“Person”)
that is, or is owned or controlled by a Person that is:
(A)
the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union
(“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively,
“Sanctions”), nor
(B)
located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).
(ii)
The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person:
(A)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the
time of such funding or facilitation, is the subject of Sanctions; or
(B)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating
in the offering, whether as underwriter, advisor, investor or otherwise).
(iii)
the Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly
engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction
is or was the subject of Sanctions, except as permitted by the Sanctions.
(fff)
Except as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, no holders
of any securities of the Company or of any options, warrants or other convertible or exchangeable securities of the Company have
the right to include any securities issued by the Company in the Registration Statement or any registration statement to be filed
by the Company or to require the Company to file a registration statement under the Act, other than those holders who have waived
such rights. Except as described in the Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus, no
holder of any securities of the Company or any other person has the right, contractual or otherwise, which has not been satisfied
or effectively waived, to cause the Company to sell or otherwise issue to them, or permit them to underwrite the sale of, any of
the Shares.
(ggg)
Other than pursuant to this Agreement, neither the Company nor any of the Subsidiaries has incurred any liability
for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby or by the Final Prospectus.
(hhh)
Neither the Company nor to the Company’s knowledge, any of its stockholders, has taken or may take, directly
or indirectly, any action designed to cause or result in, or which has constituted or which might be reasonably expected to constitute,
the stabilization or manipulation of the prices of the Shares to facilitate the sale or resale of the Shares.
(iii)
The Company is a “foreign private issuer” as defined in Rule 405 of the Act.
2.
Purchase, Sale and Delivery of the Firm Shares.
(a)
On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein
set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase,
at a price of $4.7625 per share (the “Underwriters’ Price”), the number of Firm Shares set forth opposite
the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof; provided
that with respect to an aggregate of 37,250,418 of the Firm Shares allocated at the direction of the Company (the “Directed
Firm Shares”), including to funds managed by Oaktree Capital Management, L.P., Angelo, Gordon & Co., Monarch Alternative
Capital, L.P. and family members and an entity owned and controlled by affiliates of the family of Mr. Petros Pappas (collectively,
the “Significant Shareholders”), the Underwriters shall purchase such Directed Firm Shares at the Public Offering
Price (as defined below).
(b)
Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of certificates
therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the
facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the
date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall
agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business
day” means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open
for business and are not permitted by law or executive order to be closed.)
(c)
In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the Underwriters’
Price, provided, however, that the price per share paid by the Underwriters for any Option Shares shall be reduced by an amount
per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Option Shares;
provided further, however, that the Significant Shareholders shall not participate in the purchase of the Option Shares. The option
granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by
you, as Representative of the several Underwriters to the Company setting forth the number of Option Shares as to which the several
Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date
at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier
than two nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such
time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option
is two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The
number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares
being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted
by you in such manner as to avoid fractional shares. You, as Representative of the several Underwriters, may cancel such option
at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the
option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day funds) through
the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company.
3.
Offering by the Underwriters.
It is understood that the several Underwriters
are to make a public offering of the Firm Shares as soon as the Representative deems it advisable to do so. The Firm Shares are
to be initially offered to the public at $5.00 a share (the “Public Offering Price”). The Representative may
from time to time thereafter change the public offering price and other selling terms.
It is further understood that you will act
as the Representative for the Underwriters in the offering and sale of the Shares in accordance with a Master Agreement Among Underwriters
entered into by you and the several other Underwriters.
4.
Covenants of the Company.
The Company covenants and agrees with the
several Underwriters that:
(a)
The Company will (A) prepare and timely file with the Commission under Rule 424(b) (without reliance on Rule
424(b)(8)) under the Act a Final Prospectus in a form approved by the Representative containing information previously omitted
at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B or 430C under the Act, (B) not
file any amendment to the Registration Statement or distribute an amendment or supplement to the General Disclosure Package or
the Final Prospectus or document incorporated by reference therein of which the Representative shall not previously have been advised
and furnished with a copy or to which the Representative shall have reasonably objected as soon as reasonably practicable in writing
or which is not in compliance with the Rules and Regulations and (C) file or furnish on a timely basis all reports required
to be filed or furnished by the Company with the Commission subsequent to the date of the Final Prospectus and prior to the termination
of the offering of the Shares by the Underwriters.
(b)
The Company will (i) not make any offer relating to the Shares that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required
to be filed by the Company with the Commission under Rule 433 under the Act unless the Representative approves its use in writing
prior to first use (each, a “Permitted Free Writing Prospectus”), which approval shall not be unreasonably withheld;
provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer
Free Writing Prospectus included in Schedule III hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free
Writing Prospectus, (iii) comply with the requirements of Rules 164 and 433 under the Act applicable to any Issuer Free Writing
Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not
take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule
433(d) under the Act a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would
not have been required to file thereunder.
(c)
The Company will advise the Representative promptly (A) when any post-effective amendment to the Registration
Statement or new registration statement relating to the Shares shall have become effective, or any supplement to the Final Prospectus
shall have been filed, (B) of the receipt of any comments from the Commission, (C) of any request of the Commission for
amendment of the Registration Statement or the filing of a new registration statement or any amendment or supplement to the General
Disclosure Package or the Final Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof
or for any additional information and (D) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or such new registration statement or any order preventing or suspending the use of any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or of the institution of any proceedings for that purpose
or pursuant to Section 8A of the Act. The Company will use its reasonable best efforts to prevent the issuance of any such order
and to obtain as soon as possible the lifting thereof, if issued.
(d)
The Company will use commercially reasonable efforts to cooperate with the Representative in endeavoring to qualify
the Shares for sale under the securities laws of such jurisdictions as the Representative may reasonably have designated in writing
and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,
provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process
in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare
and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for
so long a period as the Representative may reasonably request for distribution of the Shares.
(e)
The Company will deliver to, or upon the order of, the Representative, from time to time, as many copies of any Preliminary
Prospectus as the Representative may reasonably request. The Company will deliver to, or upon the order of, the Representative,
from time to time, as many copies of any Issuer Free Writing Prospectus as the Representative may reasonably request. The Company
will deliver to, or upon the order of, the Representative during the period when delivery of a Final Prospectus (or, in lieu thereof,
the notice referred to under Rule 173(a) under the Act) is required under the Act, as many copies of the Final Prospectus in final
form, or as thereafter amended or supplemented, as the Representative may reasonably request. The Company will deliver to the Representative
such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably
be requested), including documents incorporated by reference therein, and of all amendments thereto, as the Representative may
reasonably request.
(f)
The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations
of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement
and the Final Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a)
under the Act) is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the
judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Final
Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Final Prospectus
is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Final Prospectus to
comply with any law, the Company as promptly as reasonably practicable will either (i) prepare and file with the Commission
an appropriate amendment to the Registration Statement or supplement to the Final Prospectus or (ii) prepare and file with
the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Final Prospectus so
that the Final Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be
misleading, or so that the Final Prospectus will comply with the law.
(g)
If the General Disclosure Package is being used to solicit offers to buy the Shares at a time when the Final Prospectus
is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or
in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order
to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict
with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement
the General Disclosure Package to comply with any law, the Company promptly will either (i) prepare, file with the Commission
(if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure
Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated
by reference in the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in
the light of the circumstances, be misleading or conflict with the Registration Statement then on file, or so that the General
Disclosure Package will comply with law.
(h)
The Company will make generally available to its security holders, as soon as it is practicable to do so, but in
any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not
be audited) in reasonable detail, complying with the requirements of Section 11(a) of the Act and Rule 158 under the Act and will
advise you in writing when such statement has been so made available.
(i)
Prior to the Closing Date, the Company will furnish to the Underwriters, as soon as they have been prepared by or
are available to the Company, a copy of any finalized unaudited interim financial statements of the Company for any period subsequent
to the period covered by the most recent financial statements appearing in the Registration Statement and the Final Prospectus.
(j)
(1) No offering, sale, short sale or other disposition of any Common Shares of the Company or other securities convertible
into or exchangeable or exercisable for Common Shares or derivative of Common Shares (or agreement for such) will be made and (2)
no filing of any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible
into or exercisable or exchangeable for Common Shares will be made, in each case for a period of 60 days after the date of the
Final Prospectus, directly or indirectly, by the Company otherwise than hereunder or with the prior written consent of Jefferies
LLC and Morgan Stanley & Co. LLC, except for amendments to the Registration Statement on Form F-3 (File No. 333-198832) (and
deemed post-effective amendments to the Registration Statement pursuant to Rule 429 under the Securities Act) that do not increase
the number of shares eligible for sale thereunder.
(k)
For a period of 60 days after the date of the Final Prospectus, the Company shall use commercially reasonable efforts
to maintain the listing of its Common Shares on the NASDAQ Global Select Market.
(l)
The Company has caused each executive officer and director of the Company and each person listed on Schedule IV hereto,
to sign, on or prior to the date of this agreement, a letter or letters, substantially in the form attached hereto as Exhibit C
(the “Lockup Agreement”).
(m)
The Company shall apply the net proceeds of its sale of the Shares as set forth in the Registration Statement, General
Disclosure Package and the Final Prospectus.
(n)
The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in
such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act.
(o)
The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.
5.
Costs and Expenses.
The Company will pay all costs, expenses and
fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality
of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; costs incident
to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that regard, the cost of
printing and delivering to, or as requested by, you copies of the Registration Statement, Preliminary Prospectuses, the Issuer
Free Writing Prospectuses, the Final Prospectus, this Agreement, any Blue Sky surveys and any supplements or amendments thereto;
the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection
with the marketing of the offering of the Shares, including without limitations, expenses associated with the preparation or dissemination
of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses
of the representatives and officers of the Company and any such consultants and 50% of the cost of any aircraft chartered in connection
with the road show; the filing fees of the Commission, if any; the filing fees and expenses (including legal fees and disbursements
up to $15,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; the listing fee of the
NASDAQ Global Select Market; the reasonable fees and expenses of the transfer agent, including the fees and disbursements of counsel
for the transfer agent in connection with the Shares; the costs and expenses (including without limitation any damages or other
amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the
Shares made by the Underwriters caused by a breach of the representation in Section 1(b)); and the expenses, including the fees
and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Shares under state securities
or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those
related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not
be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative
pursuant to Section 12(a) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking
or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure,
refusal or inability is due primarily to the default or omission of you or any of the Underwriters, the Company shall reimburse
the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably
incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their
obligations hereunder; but the Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated
profits from the sale by them of the Shares.
6.
Conditions of Obligations of the Underwriters.
The several obligations of the Underwriters
to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy,
as of the Applicable Time, the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties
of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following
additional conditions:
(a)
The Registration Statement and all post-effective amendments thereto shall have become effective and the Final Prospectus
and each Issuer Free Writing Prospectus required shall have been filed as required by Rules 424(b) (without reliance on Rule 424(b)(8)),
430A, 430B, 430C or 433 under the Act, as applicable, within the time period prescribed by, and in compliance with, the Rules and
Regulations, and any request of the Commission for additional information (to be included in the Registration Statement or otherwise)
shall have been disclosed to the Representative and complied with to its reasonable satisfaction. No stop order suspending the
effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose
or pursuant to Section 8A under the Act shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened
by the Commission and no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction
shall have been issued as of the Closing Date which would prevent the issuance of the Shares.
(b)
The Representative shall have received on the Closing Date or the Option Closing Date, as the case may be, the favorable
opinions dated the Closing Date or the Option Closing Date, in form and substance reasonably satisfactory to Simpson Thacher &
Bartlett LLP, counsel for the Underwriters (“Underwriters’ Counsel”) addressed to each of the Underwriters
(including the Representative) and stating that such opinions may be relied upon by Underwriters’ Counsel, of each of the
following counsel:
(i)
Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Company, with respect to matters of U.S. law,
to the effect set forth in Exhibit D-I hereto and to such further effect as Underwriters’ Counsel may reasonably request;
(ii)
Seward & Kissel LLP, special counsel for the Company with respect to matters of Marshall Islands law, to the
effect set forth in Exhibit D-II hereto and to such further effect as Underwriters’ Counsel may reasonably request;
and
(iii)
Suzanna Manaka, special counsel for the Company with respect to matters of Greek law, to the effect set forth in
Exhibit D-III hereto and to such further effect as Underwriters’ Counsel may reasonably request;
(iv)
Georgia Mastagaki, of the Company, to the effect set forth in Exhibit D-IV hereto and to such further effect
as Underwriters’ Counsel may reasonably request.
(c)
The Representative shall have received from Underwriters’ Counsel an opinion dated the Closing Date or the
Option Closing Date, as the case may be, with respect to such matters as may be requested by the Underwriters. In addition, the
Representative shall have received from Underwriters’ Counsel a letter stating that nothing has come to the attention of
such counsel which leads them to believe that (i) the Registration Statement, or any amendment thereto, as of the time it
became effective under the Act (including the information deemed to be a part of the Registration Statement at the time it became
effective pursuant to Rules 430A, 430B or 430C under the Act) contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General
Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
and (iii) the Final Prospectus, or any supplement thereto, on the date it was filed pursuant to the Rules and Regulations
and as of the Closing Date or the Option Closing Date, as the case may be, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact, necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading (except that such counsel need express no view as to financial statements and schedules
and other financial data therein). With respect to such statement, Underwriters’ Counsel may state that their belief is based
upon the procedures set forth therein, but is without independent check and verification.
(d)
You shall have received, on each of the date hereof, the Closing Date and, if applicable, the Option Closing Date,
a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance reasonably
satisfactory to you, of each of Ernst & Young (Hellas) Certified Auditors Accountants S.A. and Deloitte, Hadjipavlou, Sofianos
& Cambanis S.A. confirming that they are each an independent registered public accounting firm with respect to the Company
and the Subsidiaries within the meaning of the Act and the applicable Rules and Regulations and the PCAOB, and stating that in
their opinion the financial statements and schedules examined by each of them and included or incorporated by reference in the
Registration Statement, the General Disclosure Package and the Final Prospectus comply in form in all material respects with the
applicable accounting requirements of the Act and the related Rules and Regulations; and containing such other statements and information
as is ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements
and certain financial and statistical information contained in the Registration Statement, the General Disclosure Package and the
Final Prospectus.
(e)
You shall have received, on the date hereof, letters dated the date hereof, in form and substance reasonably satisfactory
to you, of Ernst & Young (Hellas) Certified Auditors Accountants S.A., confirming that they are an independent registered public
accounting firm to (i) Oceanbulk and (ii) Pappas within the meaning of the Act and the applicable Rules and Regulations and the
PCAOB, and stating that in their opinion the financial statements and schedules examined by each of them and included or incorporated
by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus or attached to such letter,
as the case may be, comply in form in all material respects with the applicable accounting requirements of the Act and the related
Rules and Regulations; and containing such other statements and information as is ordinarily included in accountants’ “comfort
letters” to Underwriters with respect to the financial statements and certain financial and statistical information contained
in the Registration Statement, the General Disclosure Package and the Final Prospectus.
(f)
The Representative shall have received on the Closing Date and, if applicable, the Option Closing Date, as the case
may be, a certificate or certificates of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect
that, as of the Closing Date or the Option Closing Date, as the case may be, each of them severally represents, in their capacities
as Chief Executive Officer or Chief Financial Officer, as the case may be, and not in their individual capacity, as follows:
(i)
The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the
Registration Statement or no order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus
or the Final Prospectus has been issued, and no proceedings for such purpose or pursuant to Section 8A of the Act have been taken
or are, to his or her knowledge, contemplated or threatened by the Commission;
(ii)
The representations and warranties of the Company contained in Section 1 hereof are true and correct as of the Closing
Date or the Option Closing Date, as the case may be;
(iii)
All filings required to have been made pursuant to Rules 424, 430A, 430B or 430C under the Act have been made as
and when required by such rules;
(iv)
He has carefully examined the General Disclosure Package and any individual Limited Use Free Writing Prospectus and,
in his opinion, as of the Applicable Time, the statements contained in the General Disclosure Package and any individual Limited
Use Free Writing Prospectus did not contain any untrue statement of a material fact, and such General Disclosure Package and any
individual Limited User Free Writing Prospectus, when considered together with the General Disclosure Package, did not omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading;
(v)
He has carefully examined the Registration Statement and, in his opinion, as of the effective date of the Registration
Statement, the Registration Statement and any amendments thereto did not contain any untrue statement of a material fact and did
not omit to state a material fact necessary in order to make the statements therein not misleading, and since the effective date
of the Registration Statement, no event has occurred which should have been set forth in a supplement to or an amendment of the
Final Prospectus which has not been so set forth in such supplement or amendment;
(vi)
He has carefully examined the Final Prospectus and, in his opinion, as of its date and the Closing Date or the Option
Closing Date, as the case may be, the Final Prospectus and any amendments and supplements thereto did not contain any untrue statement
of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and
(vii)
Since the respective dates as of which information is given in the Registration Statement, the General Disclosure
Package and Final Prospectus, there has not been any material adverse change or any development involving a prospective material
adverse change in or affecting the business, management, properties, assets, rights, operations, condition (financial or otherwise)
or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business.
(g)
The Representative shall have received on the date hereof, the Closing Date and, if applicable, the Option Closing
Date, as the case may be, a certificate of the Chief Financial Officer of the Company to the effect set forth in Exhibit E
hereto.
(h)
The Company shall have furnished to the Representative such further certificates and documents confirming the representations
and warranties, covenants and conditions contained herein and related matters as the Representative may have reasonably requested.
(i)
The Company shall not have received a notice from the NASDAQ Global Select Market that the Shares have not been approved
for listing.
(j)
The Lockup Agreements described in Section 4(l) are in full force and effect.
(k)
The Directed Firm Shares shall have been simultaneously purchased from the Underwriters pursuant to Section 2(a)
hereof.
The opinions and certificates mentioned in
this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects reasonably
satisfactory to the Representative and to Underwriters’ Counsel.
If any of the conditions hereinabove provided
for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of
the Underwriters hereunder may be terminated by the Representative by notifying the Company of such termination in writing by facsimile
at or prior to the Closing Date or the Option Closing Date, as the case may be.
In such event, the Company and the Underwriters
shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).
7.
Conditions of the Obligations of the Company.
The obligations of the Company to sell and
deliver the Firm Shares or the Option Shares required to be delivered as and when specified in this Agreement are subject to the
conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness
of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.
8.
Indemnification.
(a)
The Company agrees:
(i)
to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning
of Rule 405 under the Securities Act, against any losses, claims, damages or liabilities to which such Underwriter or any such
controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of or are based upon: any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus,
any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any
“road show” as defined in Rule 433(h) under the Securities Act or any amendment or supplement thereto or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they were made; provided, however, that the Company will not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, any
Issuer Free Writing Prospectus, the Final Prospectus, any “road show” as defined in Rule 433(h) under the Securities
Act or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or
through the Representative specifically for use therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in Section 14 herein; and
(ii)
to reimburse each Underwriter and each such controlling person upon demand for any legal or other out-of-pocket expenses
reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such loss,
claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering
of the Shares, whether or not such Underwriter or controlling person is a party to any action or proceeding. In the event that
it is finally judicially determined that the Underwriters were not entitled to receive payments for legal and other expenses pursuant
to this subparagraph, the Underwriters will promptly return all sums that had been advanced pursuant hereto.
(b)
Each Underwriter severally and not jointly will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning
of the Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer, or controlling
person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Final Prospectus or
any amendment or supplement thereto, or (ii) the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they
were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, or
controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding;
provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any Preliminary Prospectus,
any Issuer Free Writing Prospectus, the Final Prospectus or such amendment or supplement, in reliance upon and in conformity with
written information furnished to the Company by or through the Representative specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section
14 herein.
(c)
In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to this Section 8, such person (the “indemnified party”) shall promptly notify
the person against whom such indemnity may be sought (the “indemnifying party”) in writing. No indemnification provided
for in Section 8(a) or (b) shall be available to any party who shall fail to give notice as provided in this Section 8(c)
if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially
prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or
parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of
the provisions of Section 8(a) or (b). In case any such proceeding shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (which may be counsel to such indemnifying party) and shall pay
as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall
pay as incurred (or within 30 days of presentation) the fees and expenses of one counsel retained by the indemnified party in the
event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the
named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest
between them or (iii) the indemnifying party shall have failed to assume the defense and employ counsel acceptable to the
indemnified party within a reasonable period of time after notice of commencement of the action. It is understood that the indemnifying
party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable
fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by
you in the case of parties indemnified pursuant to Section 8(b) and by the Company in the case of parties indemnified pursuant
to Section 8(a). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying
party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or
not any indemnified party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action or
proceeding.
(d)
To the extent the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party under Section 8(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion
as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from
the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable
law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as
is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters
on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters
on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Underwriters agree that
it would not be just and equitable if contributions pursuant to this Section 8(d) were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 8 (e). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this
Section 8(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), (i) no Underwriter
shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased
by such Underwriter, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this Section 8(d) to contribute are several in proportion to their respective underwriting obligations and not joint.
(e)
In any proceeding relating to the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus,
the Final Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section
8 hereby consents to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing
from such court may be served upon it by any other contributing party and consents to the service of such process and agrees that
any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party
is a party. The agent for service of process to the Company is Star Bulk (USA) LLC (the “Authorized Agent”).
(f)
Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification
or contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations
and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or
officers or any persons controlling the Company, (ii) acceptance of any Shares and payment therefor hereunder, and (iii) any
termination of this Agreement. A successor to any Underwriter, or any person controlling any Underwriter, or to the Company, its
directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution
and reimbursement agreements contained in this Section 8.
9.
Default By Underwriters.
If, on the Closing Date or the Option Closing
Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has
agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company) you, as Representative
of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters,
or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares
which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall
not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter
or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed
10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall
be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase
the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares
of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option
Closing Date, as the case may be, the Company or you as the Representative of the Underwriters will have the right, by written
notice given within the next 36- hour period to the parties to this Agreement, to terminate this Agreement without liability on
the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 5 and 8 hereof. In the
event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or the Option Closing Date,
as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order
that the required changes in the Registration Statement, the General Disclosure Package or in the Final Prospectus or in any other
documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting
Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.
10.
Payment of Additional Amounts.
All payments to be made by the Company under
this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental
charges whatsoever (“Taxes”) imposed or levied by or on behalf of the government of the Republic of Marshall
Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction
in which the Company (including any successor entity) is organized or is otherwise resident for tax purposes, or any jurisdiction
from or through which payment is made (each a “Specified Tax Jurisdiction”) unless the Company is compelled
by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts received after such withholding or deduction shall equal
the amounts that would have been received if no withholding or deduction had been made provided, however , that the foregoing obligation
to pay Additional Amounts does not apply to:
| (1) | any Taxes that would not have been so imposed but for the recipient having any present or former connection with the Specified
Tax Jurisdiction imposing the Tax, including such recipient (i) being organized under the laws of, or otherwise being or having
been a domiciliary, citizen, resident or national thereof, (ii) being or having been engaged in a trade or business therein, (iii)
having or having had its principal office located therein, (iv) maintaining a permanent establishment therein, (v) being or having
been physically present therein, or (vi) otherwise having or having had some connection with the Specified Tax Jurisdiction (other
than, in each case, any present or former connection arising solely as a result of the transactions contemplated by this Agreement); |
| (2) | any Taxes imposed as a result of the failure of the recipient to complete, execute and deliver to the Company (but only if
such recipient can do so without undue hardship) any form or document to the extent applicable to such recipient that may be required
by law or by reason of administration of such law and which is reasonably requested in writing to be delivered to the Company in
order to enable the Company to make payments without deduction or withholding for Taxes, or with deduction or withholding of a
lesser amount, which form or document will be delivered within 30 days of a written request therefor by the Company; or |
| (3) | any Taxes imposed on or with respect to any payment by the Company to the recipient if such recipient is (i) a fiduciary, a
partnership, or other fiscally transparent entity, or (ii) a person other than the sole beneficial owner of such payment, to the
extent that a beneficiary or settlor with respect to such fiduciary, a partner or a member of such partnership or other fiscally
transparent entity or the beneficial owner of such payment would not have been entitled to Additional Amounts had such beneficiary,
settlor, partner, member or beneficial owner been the direct recipient of such payment. |
11.
Notices.
All communications hereunder shall be in writing
and, except as otherwise provided herein, will be mailed, delivered, telecopied or telegraphed and confirmed as follows: if to
the Underwriters, to Jefferies LLC, 520 Madison Avenue, New York, NY 10022, Attention: General Counsel and Morgan Stanley &
Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department and Simpson
Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, fax no. (212) 455-2502, Attention: Lesley Peng, Esq.;
or if to the Company, to Star Bulk Carriers Corp., c/o Star Bulk Management Inc., 40 Agiou Konstantinou Street, 15124 Maroussi,
Athens, Greece (telefax: 011 30 210 617 8378; Attention: Spyros Capralos, with a copy to Paul, Weiss, Rifkind, Wharton & Garrison
LLP, 1285 Avenue of the Americas, New York, New York 10019, fax no. (212) 492-0052, Attention: Lawrence G. Wee, Esq.
12.
Termination.
This Agreement may be terminated by you by
notice to the Company:
(a)
at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only
as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given
in the Registration Statement, the General Disclosure Package and the Final Prospectus, any material adverse change or any development
involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national
emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of
such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would,
in your judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares,
or (iii) suspension of trading in securities generally on the New York Stock Exchange or the NASDAQ Global Select Market or
limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such Exchange, (iv) the
enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental
authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations
of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any
downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company’s debt securities
by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the
Exchange Act), (vii) the suspension of trading of the Company’s Common Shares by the NASDAQ Global Select Market, the
Commission, or any other governmental authority, or (viii) the taking of any action by any governmental body or agency in
respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets
in the United States; or
(b)
as provided in Sections 6 and 9 of this Agreement.
13.
Successors.
This Agreement has been and is made solely
for the benefit of the Underwriters and the Company and their respective successors, executors, administrators, heirs and assigns,
and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder.
No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.
14.
Information Provided By Underwriters.
The Company and the Underwriters acknowledge
and agree that the only information furnished or to be furnished by any Underwriter to the Company for inclusion in the Registration
Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus consists of the information set
forth in the third, tenth and eleventh paragraphs under the caption “Underwriting” in the Final Prospectus.
15.
Miscellaneous.
The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full
force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any
Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers, and (c) delivery
of and payment for the Shares under this Agreement.
The Company acknowledges that in connection
with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary
duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth
in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters
may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any
claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of
the Shares.
The Company has not relied upon the Representative
or legal counsel for the Representative for any legal, tax or accounting advice in connection with the offering and sale of the
Shares.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each of the
parties hereto irrevocably (i) agrees that any legal suit, action or proceeding arising out of or based upon this Agreement
or the transactions contemplated hereby may be instituted in any state or federal court located in the Borough of Manhattan, The
City of New York, New York (each a “New York Court”), (ii) waives, to the fullest extent it may effectively
do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to
the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed the Authorized Agent
upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby
which may be instituted in any New York Court by you or by any person who controls you, expressly consents to the jurisdiction
of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with
respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed
to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents
and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon
the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of
process upon the Company.
[Signature Page Follows]
If the foregoing letter is in accordance with
your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding
agreement among the Company and the several Underwriters in accordance with its terms.
|
Very truly yours, |
|
|
|
|
STAR BULK CARRIERS CORP. |
|
|
|
|
|
|
|
By |
/s/ Hamish Norton |
|
|
Name: Hamish Norton |
|
|
Title: President |
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
As Representative of the several
Underwriters listed on Schedule I
Jefferies LLC
By |
/s/ Michael Bauer |
|
|
Name: Michael Bauer |
|
|
Title: Managing Director |
|
Morgan Stanley & Co. LLC
By |
/s/ Lauren Garcia Belmonte |
|
|
Name: Lauren Garcia Belmonte |
|
|
Title: Managing Director |
|
SCHEDULE I
Schedule
of Underwriters
Underwriter |
Number
of Firm Shares
to be Purchased |
Jefferies LLC |
22,050,189 |
Morgan Stanley & Co. LLC |
22,050,189 |
ABN AMRO Securities (USA) LLC |
1,225,010 |
Credit Agricole Securities (USA) Inc. |
1,225,010 |
DNB Markets, Inc. |
1,225,010 |
DVB Capital Markets LLC |
1,225,010 |
Total |
49,000,418 |
SCHEDULE II
Schedule
of Option Shares
Underwriter |
Maximum
Number
of Option Shares |
Percentage
of Total Number of Option Shares |
Jefferies LLC |
793,126 |
45.0% |
Morgan Stanley & Co. LLC |
793,126 |
45.0% |
ABN AMRO Securities (USA) LLC |
44,062 |
2.5% |
Credit Agricole Securities (USA) Inc. |
44,062 |
2.5% |
DNB Markets, Inc. |
44,062 |
2.5% |
DVB Capital Markets LLC |
44,062 |
2.5% |
Total |
1,762,500 |
100.0% |
SCHEDULE III
(A) Issuer Free Writing
Prospectus
Management Presentation, dated January 2015.
(B) General Use Free
Writing Prospectus
Free writing prospectus filed by the Company under Rule 433(d)
of the Securities Act on January 9, 2015.
SCHEDULE IV
Signatories
to Lock Up Agreement
| 16. | Oaktree Value Opportunites Fund, L.P. |
| 17. | Oaktree Opportunities Fund IX Delaware, L.P. |
| 18. | Oaktree Opportunities Fund IX (Parallel 2), L.P. |
| 19. | Oaktree Dry Bulk Holdings LLC |
| 20. | Oaktree Opportunities Fund VIII, L.P. |
| 21. | Oaktree Opportunities Fund VIII (Parallel), L.P. |
| 22. | Oaktree Opportunities Fund VIII (Parallel 2), L.P. |
| 23. | Oaktree Opportunities Fund VIIIb, L.P. |
| 24. | Oaktree Opportunities Fund VIIIb (Parallel), L.P. |
| 25. | Oaktree Huntington Investment Fund, L.P. |
| 26. | Monarch Debt Recovery Master Fund Ltd |
| 27. | Monarch Opportunities Master Fund Ltd |
| 28. | Monarch Capital Master Partners III LP |
| 29. | Monarch Capital Master Partners III-A LP |
| 30. | P Monarch Recovery Fund Ltd |
| 31. | Monarch Alternative Solutions Master Fund Ltd |
| 32. | Silver Oak Capital, L.L.C. |
EXHIBIT A-I
SUBSIDIARIES OF STAR BULK CARRIERS CORP.
Name |
Organization |
Ownership percentage |
Star Bulk Management Inc. |
Marshall Islands |
100% |
Starbulk S.A. |
Liberia |
100% |
Star Bulk (USA) LLC |
Delaware |
100% |
Star Alpha LLC |
Marshall Islands |
100% |
Star Beta LLC |
Marshall Islands |
100% |
Star Gamma LLC |
Marshall Islands |
100% |
Star Delta LLC |
Marshall Islands |
100% |
Star Epsilon LLC |
Marshall Islands |
100% |
Star Zeta LLC |
Marshall Islands |
100% |
Star Theta LLC |
Marshall Islands |
100% |
Star Kappa LLC |
Marshall Islands |
100% |
Lamda LLC |
Marshall Islands |
100% |
Star Omicron LLC |
Marshall Islands |
100% |
Star Cosmo LLC |
Marshall Islands |
100% |
Star Ypsilon LLC |
Marshall Islands |
100% |
Star Aurora LLC |
Marshall Islands |
100% |
Star Borealis LLC |
Marshall Islands |
100% |
Star Polaris LLC |
Marshall Islands |
100% |
Star Big LLC |
Marshall Islands |
100% |
Star Mega LLC |
Marshall Islands |
100% |
Star Bulk Manning LLC |
Marshall Islands |
100% |
Star Challenger I LLC |
Marshall Islands |
100% |
Star Challenger II LLC |
Marshall Islands |
100% |
Star Vega LLC |
Marshall Islands |
100% |
Star Sirius LLC |
Marshall Islands |
100% |
Star Castle I LLC |
Marshall Islands |
100% |
Star Castle II LLC |
Marshall Islands |
100% |
Star Ennea LLC |
Marshall Islands |
100% |
Star Cape I LLC |
Marshall Islands |
100% |
Star Cape II LLC |
Marshall Islands |
100% |
Star Asia I LLC |
Marshall Islands |
100% |
Star Asia II LLC |
Marshall Islands |
100% |
Star Axe I LLC |
Marshall Islands |
100% |
Star Axe II LLC |
Marshall Islands |
100% |
Star Seeker LLC |
Marshall Islands |
100% |
Star Breezer LLC |
Marshall Islands |
100% |
Oceanbulk Shipping LLC |
Marshall Islands |
100% |
Oceanbulk Carriers LLC |
Marshall Islands |
100% |
Premier Voyage LLC |
Marshall Islands |
100% |
Oocape I Holdings LLC |
Marshall Islands |
100% |
KMSRX Holdings LLC |
Marshall Islands |
100% |
Cape Horizon Shipping LLC |
Marshall Islands |
100% |
Cape Ocean Maritime LLC |
Marshall Islands |
100% |
L.A. Cape Shipping LLC |
Marshall Islands |
100% |
Grain Shipping LLC |
Marshall Islands |
100% |
Glory Supra Shipping LLC |
Marshall Islands |
100% |
Global Cape Shipping LLC |
Marshall Islands |
100% |
Sky Cape Shipping LLC |
Marshall Islands |
100% |
Pacific Cape Shipping LLC |
Marshall Islands |
100% |
Cape Confidence Shipping LLC |
Marshall Islands |
100% |
Cape Runner Shipping LLC |
Marshall Islands |
100% |
Olympia Shiptrade LLC |
Marshall Islands |
100% |
Victory Shipping LLC |
Marshall Islands |
100% |
Sea Cape Shipping LLC |
Marshall Islands |
100% |
Coral Cape Shipping LLC |
Marshall Islands |
100% |
Aurelia Shipping LLC |
Marshall Islands |
100% |
Pearl Shiptrade LLC |
Marshall Islands |
100% |
Rainbow Maritime LLC |
Marshall Islands |
100% |
Sea Diamond Shipping LLC |
Marshall Islands |
100% |
Majestic Shipping LLC |
Marshall Islands |
100% |
Nautical Shipping LLC |
Marshall Islands |
100% |
Mineral Shipping LLC |
Marshall Islands |
100% |
White Sand Shipping LLC |
Marshall Islands |
100% |
Clearwater Shipping LLC |
Marshall Islands |
100% |
Domus Shipping LLC |
Marshall Islands |
100% |
Festive Shipping LLC |
Marshall Islands |
100% |
Star Alta I LLC |
Marshall Islands |
100% |
Star Alta II LLC |
Marshall Islands |
100% |
Gravity Shipping LLC |
Marshall Islands |
100% |
Orion Maritime LLC |
Marshall Islands |
100% |
Spring Shipping LLC |
Marshall Islands |
100% |
Success Maritime LLC |
Marshall Islands |
100% |
Ultra Shipping LLC |
Marshall Islands |
100% |
Searay Maritime LLC |
Marshall Islands |
100% |
Blooming Navigation LLC |
Marshall Islands |
100% |
Oday Marine LLC |
Marshall Islands |
100% |
Jasmine Shipping LLC |
Marshall Islands |
100% |
Star Synergy LLC |
Marshall Islands |
100% |
Star Omas LLC |
Marshall Islands |
100% |
Dioriga Shipping Co. |
Marshall Islands |
100% |
Positive Shipping Company |
Marshall Islands |
100% |
International Holdings LLC |
Marshall Islands |
100% |
Unity Holding LLC |
Marshall Islands |
100% |
Star Trident V |
Marshall Islands |
100% |
Star Trident VI |
Marshall Islands |
100% |
Star Trident VII |
Marshall Islands |
100% |
Star Trident I |
Marshall Islands |
100% |
Star Trident VIII |
Marshall Islands |
100% |
Star Trident IX |
Marshall Islands |
100% |
Star Trident X |
Marshall Islands |
100% |
Star Trident XI |
Marshall Islands |
100% |
Star Trident II |
Marshall Islands |
100% |
Star Trident XII |
Marshall Islands |
100% |
Star Trident XIII |
Marshall Islands |
100% |
Star Trident XIV |
Marshall Islands |
100% |
Star Trident XV |
Marshall Islands |
100% |
Star Trident XVI |
Marshall Islands |
100% |
Star Trident XVII |
Marshall Islands |
100% |
Star Trident XVIII |
Marshall Islands |
100% |
Star Trident XIX |
Marshall Islands |
100% |
Star Trident III |
Marshall Islands |
100% |
Star Trident XX |
Marshall Islands |
100% |
Star Trident IV |
Marshall Islands |
100% |
Star Trident XXI |
Marshall Islands |
100% |
Star Trident XXII |
Marshall Islands |
100% |
Star Trident XXIII |
Marshall Islands |
100% |
Star Trident XXIV |
Marshall Islands |
100% |
Star Trident XXV |
Marshall Islands |
100% |
Star Trident XXVI |
Marshall Islands |
100% |
Star Trident XXVII |
Marshall Islands |
100% |
Star Trident XXVIII |
Marshall Islands |
100% |
Star Trident XXIX |
Marshall Islands |
100% |
Star Trident XXX |
Marshall Islands |
100% |
Star Trident XXXI |
Marshall Islands |
100% |
Lowlands Beilun Shipco LLC |
Marshall Islands |
100% |
Sandra Shipco LLC |
Marshall Islands |
100% |
Christine Shipco LLC |
Marshall Islands |
100% |
EXHIBIT A-II
SIGNIFICANT SUBSIDIARIES OF STAR BULK
CARRIERS CORP.
Name |
Organization |
Ownership percentage |
Oceanbulk Shipping LLC |
Marshall Islands |
100% |
Oceanbulk Carriers LLC |
Marshall Islands |
100% |
Unity Holding LLC |
Marshall Islands |
100% |
EXHIBIT B
Vessels in operation as of December 31, 2014 |
|
Wholly Owned Subsidiaries |
Vessel Name |
Jurisdiction of
Registration |
|
|
|
|
|
|
Cape Ocean Maritime LLC |
Leviathan |
Marshall Islands |
|
Cape Horizon Shipping LLC |
Peloreus |
Marshall Islands |
|
OOCAPE1 Holdings LLC |
Obelix |
Marshall Islands |
|
Pacific Cape Shipping LLC |
Pantagruel |
Marshall Islands |
|
Star Borealis LLC |
Star Borealis |
Marshall Islands |
|
Star Polaris LLC |
Star Polaris |
Marshall Islands |
|
Sky Cape Shipping LLC |
Big Fish |
Marshall Islands |
|
Global Cape Shipping LLC |
Kymopolia |
Marshall Islands |
|
Sea Cape Shipping LLC |
Big Bang |
Marshall Islands |
|
Star Aurora LLC |
Star Aurora |
Marshall Islands |
|
Star Mega LLC |
Star Mega |
Marshall Islands |
|
Star Big LLC |
Star Big |
Marshall Islands |
|
Nautical Shipping LLC |
Amami |
Marshall Islands |
|
Majestic Shipping LLC |
Madredeus |
Marshall Islands |
|
Star Sirius LLC |
Star Sirius |
Marshall Islands |
|
Star Vega LLC |
Star Vega |
Marshall Islands |
|
Grain Shipping LLC |
Pendulum |
Marshall Islands |
|
Star Trident XI |
Star Georgia |
Marshall Islands |
|
Star Trident I LLC |
Star Kamila |
Marshall Islands |
|
Star Trident II LLC |
Star Nasia |
Marshall Islands |
|
Star Trident XVI LLC |
Star Mariella |
Marshall Islands |
|
Star Trident XII LLC |
Star Markella |
Marshall Islands |
|
Mineral Shipping LLC |
Mercurial Virgo |
Marshall Islands |
|
KMSRX Holdings LLC |
Magnus Opus |
Marshall Islands |
|
Dioriga Shipping Co. |
Tsu Ebisu |
Marshall Islands |
|
Star Trident III LLC |
Star Iris |
Marshall Islands |
|
Star Trident XX LLC |
Star Emily |
Marshall Islands |
|
Star Trident IV LLC |
Star Aline |
Marshall Islands |
|
Star Trident XXII LLC |
Star Natalie |
Marshall Islands |
|
Star Trident XXIX LLC |
Star Tatianna |
Marshall Islands |
|
Star Trident XXVII LLC |
Star Monika |
Marshall Islands |
|
Star Trident XXI LLC |
Star Christianna |
Marshall Islands |
|
Star Challenger I LLC |
Star Challenger |
Marshall Islands |
|
Star Challenger II LLC |
Star Fighter |
Marshall Islands |
|
Premier Voyage LLC |
Maiden Voyage |
Marshall Islands |
|
Glory Supra Shipping LLC |
Strange Attractor |
Marshall Islands |
|
Star Omicron LLC |
Star Omicron |
Marshall Islands |
|
Star Gamma LLC |
Star Gamma (ex C Duckling) |
Marshall Islands |
|
Star Zeta LLC |
Star Zeta (ex I Duckling) |
Marshall Islands |
|
Star Delta LLC |
Star Delta (ex F Duckling) |
Marshall Islands |
|
Star Theta LLC |
Star Theta (ex J Duckling) |
Marshall Islands |
|
Star Epsilon LLC |
Star Epsilon (ex G Duckling) |
Marshall Islands |
|
Star Cosmo LLC |
Star Cosmo |
Marshall Islands |
|
Star Kappa LLC |
Star Kappa (ex E Duckling) |
Marshall Islands |
|
Star Trident XXX LLC |
Star Michele |
Marshall Islands |
|
Star Trident IX |
Star Danai |
Marshall Islands |
|
Christine Shipco LLC |
Star Martha |
Marshall Islands |
|
Sandra Shipco LLC |
Star Pauline |
Marshall Islands |
|
Star Trident V |
Star Angie |
Marshall Islands |
|
Lowlands Beilun Shipco LLC |
Star Despoina |
Marshall Islands |
|
Star Trident VI |
Star Monisha* |
Marshall Islands |
|
Star Trident VII |
Star Eleonora |
Marshall Islands |
|
Star Trident VIII |
Star Sophia |
Marshall Islands |
|
Star Trident X |
Star Renee |
Marshall Islands |
|
Star Trident XIII |
Star Laura |
Marshall Islands |
|
Star Trident XIV |
Star Moira |
Marshall Islands |
|
Star Trident XV |
Star Jennifer* |
Marshall Islands |
|
Star Trident XVII |
Star Helena |
Marshall Islands |
|
Star Trident XVIII |
Star Nina* |
Marshall Islands |
|
Star Trident XIX |
Star Maria |
Marshall Islands |
|
Star Trident XXIII |
Star Nicole* |
Marshall Islands |
|
Star Trident XXIV |
Star Elle* |
Marshall Islands |
|
Star Trident XXV |
Star Vanessa |
Marshall Islands |
|
Star Trident XXVI |
Star Claudia* |
Marshall Islands |
|
Star Trident XXVIII |
Star Julia |
Marshall Islands |
|
Star Trident XXXI |
Star Kim |
Marshall Islands |
|
*to be delivered in January 2015 (Excel Vessels)
Newbuildings as of December 31, 2014 |
Wholly Owned Subsidiaries |
Newbuildings Name |
Jurisdiction of Registration |
Positive Shipping Company |
HN 5016 (tbn Indomitable) |
Marshall Islands |
Spring Shipping LLC |
HN 1061 |
Marshall Islands |
Orion Maritime LLC |
HN 1063 |
Marshall Islands |
Success Maritime LLC |
HN 1062 |
Marshall Islands |
L.A Cape Shipping LLC |
HN 5017 |
Marshall Islands |
Aurelia Shipping LLC |
HN NE 164 (tbn Honey Badger) |
Marshall Islands |
Rainbow Maritime LLC |
HN NE 165 |
Marshall Islands |
Pearl Shiptrade LLC |
HN NE 166 (tbn Gargantua) |
Marshall Islands |
Ultra Shipping LLC |
HN 1064 |
Marshall Islands |
Olympia Shiptrade LLC |
HN 1312 |
Marshall Islands |
Sea Diamond Shipping LLC |
HN NE 167 |
Marshall Islands |
Star Asia I LLC |
HN 5040 (tbn Star Aquarius) |
Marshall Islands |
Victory Shipping LLC |
HN 1313 |
Marshall Islands |
Star Cape I LLC |
HN 1338 (tbn Star Aries) |
Marshall Islands |
Blooming Navigation LLC |
HN 1080 |
Marshall Islands |
Cape Confidence Shipping LLC |
HN 5055 |
Marshall Islands |
Coral Cape Shipping LLC |
HN NE 184 (tbn Maharaj) |
Marshall Islands |
Star Seeker LLC |
HN 1372 (tbn Star Libra) |
Marshall Islands |
Jasmine Shipping LLC |
HN 1081 |
Marshall Islands |
Cape Runner Shipping LLC |
HN 5056 |
Marshall Islands |
Star Asia II LLC |
HN 5043 (tbn Star Pisces) |
Marshall Islands |
Oday Marine LLC |
HN 1082 |
Marshall Islands |
Clearwater Shipping LLC |
HN 1359 |
Marshall Islands |
Star Axe I LLC |
HN NE 196 (tbn Star Antares) |
Marshall Islands |
Star Axe II LLC |
HN NE 197 (tbn Star Lutas) |
Marshall Islands |
Searay Maritime LLC |
HN 1083 |
Marshall Islands |
Domus Shipping LLC |
HN 1360 |
Marshall Islands |
Star Cape II LLC |
HN 1339 (tbn Star Taurus) |
Marshall Islands |
Star Breezer LLC |
HN 1371 (tbn Star Virgo) |
Marshall Islands |
Star Castle I LLC |
HN 1342 (tbn Star Gemini) |
Marshall Islands |
Star Ennea LLC |
HN NE 198 (tbn Star Poseidon) |
Marshall Islands |
Festive Shipping LLC |
HN 1361 |
Marshall Islands |
Star Castle II LLC |
HN 1343 (tbn Star Leo) |
Marshall Islands |
Gravity Shipping LLC |
HN 1362 |
Marshall Islands |
White Sand Shipping LLC |
HN 1363 |
Marshall Islands |
EXHIBIT C
LOCK-UP AGREEMENT
January 5, 2015
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
The undersigned understands that Jefferies
LLC and Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”),
proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Star Bulk Carriers Corp.
(the “Company”), providing for the public offering by the Underwriters, including the Representative, of common
shares, par value $0.01 (the “Common Shares”), of the Company (the “Public Offering”).
To induce the Underwriters that may participate
in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned agrees that, without the
prior written consent of Jefferies LLC and Morgan Stanley & Co. LLC, the undersigned will not, directly or indirectly, offer,
sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any Common Shares
(including, without limitation, Common Shares purchased in the Public Offering, Common Shares which may be deemed to be beneficially
owned by the undersigned on the date hereof in accordance with the rules and regulations of the Securities and Exchange Commission,
Common Shares which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable
for Common Shares) or enter into any Hedging Transaction (as defined below) relating to the Common Shares (each of the foregoing
referred to as a “Disposition”) during the period specified in the following paragraph (the “Lock-Up
Period”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction
or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition during the Lock-Up
Period, even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction”
means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation,
any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to
or derives any significant part of its value from the Common Shares.
The Lock-Up Period will commence on the
date hereof and continue until, and include, the date that is 60 days after the date of the final prospectus relating to the Public
Offering.
Notwithstanding the foregoing, the undersigned
may transfer any or all of the Common Shares or other Company securities by (a) entering into transactions with the prior written
consent of Jefferies LLC and Morgan Stanley & Co. LLC, (b) transferring any Common Shares or any security convertible into
Common Shares pursuant to a will, other testamentary document or applicable laws of descent, (c) transferring any Common Shares
or any security convertible into Common Shares as a bona fide gift, (d) distributing any Common Shares or any security convertible
into Common Shares to limited partners, general partners, members or stockholders of the undersigned or to the undersigned’s
affiliates or to any corporation, partnership, limited liability company, trust, business entity or investment fund, customer account
or other entity controlled by or under common control or management with the undersigned; (e) establishing a trading plan pursuant
to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares, provided that such plan does not provide for the
transfer of Common Shares during the Lock-Up Period, (f) transferring Common Shares to the Company for the primary purpose
of satisfying any tax or other governmental withholding obligation with respect to Common Shares issued upon the exercise of an
option or warrant or the conversion of a security, (g) transferring Common Shares to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned, provided that that any such transfer shall not involve a
disposition for value, (h) in response to a bona fide third party take-over bid made to all holders of Common Shares or any other
acquisition transaction whereby all or substantially all of the Common Shares are acquired by a bona fide third party; (i) making
bona fide pledges of Common Shares or other Company securities by the undersigned pursuant to foreign exchange swap agreements
and custody agreements entered into by the undersigned in the ordinary course of business; (j) the sale of Common Shares pursuant
to the Underwriting Agreement, provided that in the case of any transfer or distribution (1) pursuant to clauses (a)
through (e) and (g), each recipient shall sign and deliver a lock-up letter substantially in the form of this agreement and (2)
pursuant to clauses (a) through (g), no party (donor, donee, transferor or transferee) shall be required to make or shall
voluntarily make a filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including,
but not limited to Form 4 of Section 16 of the Exchange Act, and no other public announcement shall be required or shall be made
voluntarily in connection with such transfer or distribution (other than a Form 5 made after the expiration of the Lock-Up Period);
provided further that in the case of (h), if such take-over bid or other acquisition transaction is unsuccessful, such Common
Shares may not be transferred until after the expiration of the Lock-Up Period.
The undersigned agrees that the Company
may, and that the undersigned will, (i) with respect to any Common Shares or other Company securities for which the undersigned
is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities
on the transfer books and records of the Company and (ii) with respect to any Common Shares or other Company securities for which
the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer
agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the
Company.
In addition, with the exception of its rights
to have the Company take action to cause the effectiveness of any amendment to the Registration Statement on Form F-3 (File No.
333-198832) (the “Excel Registration Statement”), the undersigned hereby waives any and all notice requirements
and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms
of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and
the Company may be party during the Lock-Up Period; provided that, notwithstanding the foregoing exception, the undersigned
is precluded from (i) engaging in any transaction pursuant to the Excel Registration Statement which is designed to or could reasonably
be expected to lead to or result in a Disposition during the Lock-Up Period and (ii) publicly announcing an intention to make a
Disposition during the Lock-Up Period.
The undersigned hereby agrees that, to the
extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights agreement
to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement.
The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed
to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding
upon the heirs, personal representatives, successors and assigns of the undersigned.
Notwithstanding anything herein to the contrary,
if (i) the closing of the Public Offering has not occurred prior to January 23, 2015, (ii) the Company has informed the Representative
that it has determined not to proceed with the Public Offering (prior to the execution of the Underwriting Agreement) or (iii)
the Underwriting Agreement (other than provisions that survive termination) shall have been terminated prior to the payment for
and delivery of the Common Shares to be sold thereunder, this agreement shall be terminated and the undersigned shall be released
from its obligations hereunder.
[Signature page follows]
Number of shares owned
subject to warrants, options
or convertible securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT E
CHIEF FINANCIAL OFFICER’S CERTIFICATE
Reference is made to the Underwriting Agreement
between Star Bulk Carriers Corp., a Marshall Islands corporation (the “Company”) and Jefferies LLC and Morgan
Stanley & Co. LLC, as representative of the several underwriters (the “Underwriters”),
dated January 9, 2015 (the “Underwriting Agreement”). Capitalized terms used herein without definition have
the meanings ascribed to them in the Underwriting Agreement.
The undersigned, Simos Spyrou and Christos
Begleris, the duly appointed Co-Chief Financial Officers of the Company, hereby certify on behalf of the Company, in connection
with the Underwriting Agreement, the Registration Statement on Form F-3 (File No. 333-197886), as amended, filed by the Company
with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the U.S. Securities Act of
1933, as amended (the “Securities Act”), and effective thereunder (the “Registration Statement”),
the Prospectus Supplement, dated January 8, 2015 (together with the prospectus dated September 5, 2014), which was filed by the
Company with the Commission pursuant to Rule 424(b)(5) promulgated under the Securities Act (the “Prospectus”),
and the documents filed with the Commission by the Company and incorporated therein by reference, that:
| 1. | We are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial
reporting for the Company, and we are responsible for oversight and supervision of the Company’s financial and accounting
functions and staff. |
| 2. | The Company has not prepared consolidated financial statements as of any date or for any period subsequent to September 30,
2014. |
| 3. | The undersigned have read each of the items identified on certain pages of the Registration Statement attached as Annex A and
have compared those items to the Company’s reports, books, schedules and analyses prepared from the Company’s accounting
records and found each of them to be in agreement. |
| 4. | No event has occurred or condition exists that gives us reason to doubt the accuracy of the information referenced in the numbered
paragraphs above. |
The Underwriters are entitled to rely upon
this Certificate in conducting and documenting their investigations of the affairs of the Company in connection with the offering
of the securities covered by the Registration Statement and the Prospectus.
Exhibit
5.1
January 14, 2015
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Str.
Maroussi, 15124
Athens, Greece
Re: |
|
Star Bulk Carriers Corp. |
Ladies and Gentlemen:
We have acted as special Marshall Islands
counsel to Star Bulk Carriers Corp., a corporation organized under the laws of the Marshall Islands (the Company),
in connection with matters of Marshall Island law relating to (i) the Companys public offering of up to 49,000,418 shares
(the Shares) of its common stock, par value $0.01 per share (the Common Stock), (ii) the underwriting
agreement dated January 9, 2015 (the Underwriting Agreement) by and among you, as representatives (the Representatives)
of the underwriters listed on Schedule I to the Underwriting Agreement (the Underwriters), and the Company; and (iii)
the preparation of the Companys registration statement on Form F-3 (File No. 333-197886) which became effective with the
Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended (the Securities
Act) on September 25, 2014 (the Registration Statement), a prospectus included therein (the Base
Prospectus), a preliminary prospectus supplement thereto dated January 8, 2015 (the Preliminary Prospectus Supplement)
and a prospectus supplement dated January 9, 2015 (the Final Prospectus Supplement). The Base Prospectus and the
Preliminary Prospectus Supplement, together with the number of underwritten Shares and the applicable price per Share are referred
to collectively as the Time of Sale Prospectus and the Base Prospectus, the Preliminary Prospectus Supplement and
the Final Prospectus Supplement are referred to collectively as the Prospectus. Except as otherwise provided herein,
capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Underwriting Agreement.
We have examined originals or copies, certified
or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Prospectus of the Company included in
the Registration Statement; (iii) the Underwriting Agreement; and (iv) such corporate documents and records of the Company and
such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness
of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As
to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates
of public officials, directors of the Company and others.
We have further assumed for the purposes of
this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the
offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the
terms of the offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of
the instruments, agreements and other documents relating thereto or executed in connection therewith.
Based upon and subject to the foregoing, and
having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic
of the Marshall Islands, the Shares have been duly authorized and validly issued and are fully paid for and non-assessable.
This opinion is limited to the laws of the
Republic of the Marshall Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the
headings Legal Matters in the Prospectus, without admitting we are experts within the meaning of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration
Statement.
Very truly yours,
/s/ Seward & Kissel LLP
Exhibit 99.1
STAR BULK CARRIERS
CORP. ANNOUNCES CLOSING OF PRIMARY PUBLIC OFFERING OF 49,000,418 COMMON SHARES
ATHENS,
Greece, January 14, 2015 – Star Bulk Carriers Corp. (NASDAQ:SBLK) (the
Company) announced today the closing of its previously announced primary underwritten public offering of 49,000,418 of
its common shares, at a price of $5.00 per share. The aggregate proceeds to the Company net of underwriters
commissions were approximately $242 million. The Company intends to use the net proceeds from the offering for its
newbuilding program and general corporate purposes. The underwriters have a 30-day option to purchase up to an
additional 1,762,500 common shares.
Oaktree
Capital Management, L.P. (Oaktree), Angelo, Gordon & Co. (Angelo, Gordon), Monarch Alternative
Capital, LP (Monarch) and family members and an entity owned and controlled
by affiliates of the family of Mr. Petros Pappas, our Chief Executive Officer (the Pappas Shareholders),
which are four of the Companys significant shareholders, purchased a total of 37,250,418 of the common shares in the offering. On
an as-adjusted basis, giving effect to this offering and assuming all 29,917,312 common shares comprising the share consideration
issued to Excel Maritime Carriers Ltd. (Excel), pursuant to the Vessel Purchase Agreement by and among the Company,
Excel and Christine Shipco Holdings Corp., dated August 19, 2014, are distributed by Excel to its equity holders, Oaktree,
Angelo, Gordon, Monarch the Pappas Shareholders would beneficially own approximately
58.0%, 5.9%, 5.9% and 7.8%, respectively, of our outstanding common shares (or approximately 57.4%, 5.8%, 5.8% and 7.8%, respectively,
of our outstanding common shares if the underwriters exercise their option in full).
Jefferies LLC
and Morgan Stanley & Co. acted as joint book-running managers for the offering. ABN AMRO, Credit Agricole CIB, DNB Markets
and DVB Capital Markets acted as co-managers for the offering.
Copies of the
prospectus supplement and accompanying base prospectus related to the offering may be obtained from Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or Prospectus_Department@Jefferies.com;
or from Morgan Stanley & Co., Incorporated, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release does not constitute
an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities
in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. A shelf registration statement relating to the offering of the common stock
was filed with the U.S. Securities and Exchange Commission and is effective. The offering may be made only by means of a prospectus
supplement and accompanying base prospectus.
About Star
Bulk
Star Bulk is a global shipping company
providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulks vessels transport major bulks,
which include iron ore, coal and grain and minor bulks which include bauxite, fertilizers and steel products. Star Bulk was incorporated
in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, Greece. Its common shares trade on the
Nasdaq Global Select Market under the symbol SBLK. On a fully delivered basis, Star Bulk will have a fleet of 102
vessels, with an aggregate capacity of 11.8 million dwt, consisting primarily of Capesize, as well as, Kamsarmax, Panamax, Post-Panamax,
Newcastlemax, Ultramax, Supramax and Handymax vessels with carrying capacities between 45,590 dwt and 209,000 dwt. Our fleet currently
includes 64 operating vessels, 5 second hand vessels to be delivered in early 2015 and 34 newbuilding vessels currently under construction
at shipyards in Japan and China. All of the newbuilding vessels are expected to be delivered during 2015 and 2016.
Cautionary Note Regarding Forward
Looking Statements
Certain of the statements made in
this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those, among others, relating
to the Companys expectations regarding the completion of the proposed public offering and use of proceeds of the
proposed public offering. All forward-looking statements involve risks and uncertainties. Actual results or
developments may differ materially from those projected or implied in these forward-looking statements. Factors that may
cause such a difference include, without limitation, risks and uncertainties related to market conditions and the
satisfaction of customary closing conditions related to the proposed public offering and other risks set forth in the
prospectus for the offering described herein. There can be no assurance that the Company will be able to complete the
proposed public offering on terms satisfactory to it, or at all.
Contact Information
Company:
Simos Spyrou and Christos Begleris
Co-CFOs
Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Ag. Konstantinou Av.
Maroussi 15124
Athens Greece
www.starbulk.com
Investor Relations/Financial Media:
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel/ (212) 661-7566
E-mail: starbulk@capitallink.com
www.capitallink.com
Star Bulk Carriers (NASDAQ:SBLK)
Historical Stock Chart
From Apr 2024 to May 2024
Star Bulk Carriers (NASDAQ:SBLK)
Historical Stock Chart
From May 2023 to May 2024