Star Bulk Carriers Corp.
c/o Star Bulk Management Inc.
40 Agiou Konstantinou Street
15124 Maroussi
Athens, Greece
Attention: Georgia Mastagaki
Re: Voting Agreement
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “
Merger Agreement
”), by and among Star Bulk Carriers Corp., a Marshall Islands corporation (“
Parent
”), Star Synergy LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Parent (“
Oaktree Holdco Merger Sub
”), Star Omas LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Parent (“
Pappas Holdco Merger Sub
” and, together with Oaktree Holdco Merger Sub, the “
Merger Subs
”), Oaktree OBC Holdings LLC, a Marshall Islands limited liability company, Millennia Limited Liability Company, a Marshall Islands limited liability company, Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company and Millennia Holdings LLC, a Marshall Islands limited liability company. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
As a condition and inducement to the willingness of Parent and each Merger Sub to enter into the Merger Agreement, the undersigned hereby agrees as follows:
1.
Voting of Parent Common Stock
.
(a) Each of the undersigned hereby agrees (and shall cause its applicable Affiliates who own shares of Parent Common Stock) to vote all shares of Parent Common Stock owned beneficially or of record by it or its Affiliates in favor of the Transactions Approval in the same proportion as the number of shares of Parent Common Stock that are voted in favor of the Transactions Approval by Unaffiliated Stockholders at the Parent Stockholders Meeting, or any postponement or adjournment thereof, bears to the total number of shares of Parent Common Stock that are voted with respect to the Transactions Approval by Unaffiliated Stockholders at the Parent Stockholders Meeting, or any postponement or adjournment thereof.
(b) Prior to the Effective Time or the earlier termination of this agreement, each of the undersigned hereby agrees not to (and to cause its Affiliates not
to) vote any of the shares of Parent Common Stock owned beneficially or of record by it or its Affiliates in favor of the removal of any director of Parent or in favor of the election of any director not approved by the Special Committee.
(c) Until the earlier of the Effective Time or the third Business Day following the termination of the Merger Agreement, each of the undersigned agrees that it shall not take any action to cause the appointment of one of its representatives to the Parent Board (notwithstanding its right to cause such appointment pursuant to the Oaktree Purchase Agreement).
2.
Entry Into and Termination of Related Agreements and Affiliate Contracts
.
(a) Each of the undersigned agrees, solely with respect to itself, to (i) execute and deliver to Parent each of the Registration Rights Agreement and the Oaktree Stockholders Agreement and (ii) consent to the termination the Oaktree Purchase Agreement, other than with respect to Section 10 of the Oaktree Purchase Agreement, which each of the undersigned agrees shall survive in accordance with its terms, in each case at, and subject to the occurrence of, the Closing.
(b) Parent hereby agrees to (i) execute and deliver to each of the undersigned each of the Registration Rights Agreement and the Oaktree Stockholders Agreement, to which the undersigned is an intended party at, and subject to the occurrence of, the Closing and (ii) consent to the termination of the Oaktree Purchase Agreement, other than with respect to Section 10 of the Oaktree Purchase Agreement which Parent agrees shall survive in accordance with its terms.
(c) Subject to the terms of
Section 8.13
of the Merger Agreement, at or prior to the Closing, after giving at least three (3) Business Days’ prior notice to Parent, each of the undersigned hereby agrees that it shall (and shall cause its respective Affiliates to) terminate any Contract or transaction between the undersigned (or any Affiliate thereof), on the one hand, and any Oceanbulk Company, on the other hand, and any other party (an “
Affiliate Contract
”), or amend such Affiliate Contract so as to eliminate any further liability or obligation of any Oceanbulk Company thereunder, and shall provide to the Parent evidence of such termination or amendment in form and substance reasonably satisfactory to the Parent, unless Parent provides written notice to the Sellers’ Representative prior to the end of the 3 Business Day period that it does not object to the continuation of such Contract or transaction.
(d) At, and subject to the occurrence of, the Closing, except as otherwise provided herein, no party hereto nor any Oceanbulk Company shall have any rights, claims, obligations or liabilities under the Oaktree Purchase Agreement, the Existing Registration Rights Agreement or any Affiliate Contract that has been terminated or amended in accordance with Section 2 hereof and/or Section 8.7 of the Merger Agreement, in each case, that arise after the date of such termination or amendment, and no further payments or obligations shall be due or owing, or may
become due or owing, under or in respect of such Oaktree Purchase Agreement, Existing Registration Rights Agreement or Affiliate Contract.
3.
Termination
. This agreement shall terminate automatically upon the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement for any reason in accordance with its terms;
provided
, that
Section 2(d)
, this
Section 3
and
Sections 4-10
shall survive any such termination.
4.
Governing Law; Jurisdiction; Waiver of Jury Trial
. This agreement will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the Laws of the State of New York without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of New York, except to the extent that the law of the Marshall Islands is mandatorily applicable to the Merger. EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN MANHATTAN IN NEW YORK CITY OR IN THE FEDERAL SOUTHERN DISTRICT IN THE STATE OF NEW YORK AND ANY APPELLATE COURT THEREFROM LOCATED IN NEW YORK, NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS OF IT OR ITS AFFILIATE SPECIFIED IN THE MERGER AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
5.
Amendment; Waiver
. Any provision of this agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this agreement or, in the case of a waiver, by each
party against whom the waiver is to be effective;
provided
that any such amendment or waiver on behalf of Parent shall require the approval of a majority of the Special Committee. No waiver shall be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this agreement. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.
6.
Severability
. If any term, provision, covenant or restriction of this agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
7.
Headings
. The descriptive headings contained in this agreement are included for convenience of reference only and will not affect in any way the meaning or interpretation of this agreement.
8.
Construction
. The parties have participated jointly in the negotiation and drafting of this agreement, and, in the event an ambiguity or question of intent or interpretation arises, this agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this agreement.
9.
Binding Effect; Benefit; Assignment
. The provisions of this agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this agreement without the consent of each other party hereto, except that Parent may transfer or assign its rights and obligations under this agreement after the Effective Time to any Affiliate of Parent to which Parent has assigned its rights and obligation under the Merger Agreement; provided, that no such assignment shall relieve Parent of any obligations under this agreement. Any purported assignment without such prior written consents shall be void.
10.
Counterparts
. This agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this agreement.
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