MASTER
      AGREEMENT

     

    dated
      as
      of January 12, 2007

     

    by
      and
      among

     

    TMT
      CO., LTD.,

     

    STAR
      BULK CARRIERS CORP.

     

    and

     

    STAR
      MARITIME ACQUISITION CORP.

     

    relating
      to the purchase of

    eight
      drybulk carriers

     

    
      

      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    MASTER
      AGREEMENT

     

    THIS
      MASTER AGREEMENT, dated as of January 12, 2007 (this “Agreement”),
      is
      made by and among TMT CO., LTD., a Taiwan corporation (the “Seller”),
      STAR
      BULK CARRIERS CORP., a Marshall Islands corporation (the “Buyer”),
      and
      STAR MARITIME
      ACQUISITION CORP., a Delaware corporation (“Star
      Maritime”).

     

    WITNESSETH:

     

    WHEREAS,
      the Seller and the Buyer desire to effect the transfer by the Seller's
Vessel
      Owning Subsidiaries to the Buyer or its nominees of all of the Vessel Owning
      Subsidiaries'
      right, title and interest in and to the Vessels in accordance with the terms
      of
      the MOAs
      and
      the Supplemental Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises, and the mutual covenants
      and agreements herein contained, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    SECTION
      1. Definitions.

     

    (a)
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the
      following meanings:

     

    “Aggregate
      Purchase Price”
means
      $345,237,520.

     

    “Buyer
      Common Stock”
means
      the common stock, par value $0.01 per share, of the
      Buyer.

     

    “Cash
      Consideration”
means
      $224,499.998.65.

     

    “Effective
      Date of Merger”
has
      the
      meaning set forth in the Supplemental Agreement.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, or any similar federal
      statute, and the rules and regulations of the Commission thereunder, all as
      the
      same shall be in effect from time to time.

     

    “Forecasted
      Annual Consolidated Revenue”
means
      the forecasted annual Revenue of
      the
      Buyer, as shall be agreed between the Buyer and the Seller with reference to
      the
      Vessels' employment
      once arranged, in writing at or prior to the Effective Date of
      Merger.

     

    “Memoranda
      of Agreement”
or
      “MOAs”
means
      the separate memoranda of agreement
      relating to the Vessels, each dated the date hereof, between the Buyer or its
      nominees and the Vessel Owning Subsidiaries, each of which are attached hereto
      as Exhibit
      A.

     

    “Memorandum
      of Understanding”
means
      the letter agreement dated November 23,
      2006
      by and between the Seller and Star Maritime.



    
      
        
        

      

      
        
        

        
          

        

      

       

    


    “Merger”
means
      the business combination of Star Maritime with the Buyer effected
      by way of a merger in which the Buyer is the surviving corporation and where
      the
merger
      consideration consists of one share of Buyer Common Stock for each share of
      common stock
      of
      Star Maritime.

     

    “NASD”
shall
      mean the National Association of Securities Dealers, Inc., or any successor
      self regulatory organization.

     

    “Registrable
      Securities”
shall
      mean the Buyer Common Stock issued to and owned
      by
      the Seller, the Vessel Owning Subsidiaries or any Seller Affiliates (i) as
      the
      Stock Consideration
      and (ii) under Section 2(b) hereof.

     

    “Registrable
      Securities Holder”
shall
      mean any of the Seller, the Vessel Owning Subsidiaries
      or a Seller Affiliate holding the Registrable Securities.

     

    “Revenue”
means
      gross revenue of the Buyer and its consolidated subsidiaries which
      own
      and operate the Vessels, as determined under United States generally accepted
      accounting
      principles.

     

    “SEC”
or
      “Commission”
means
      the United States Securities and Exchange Commission.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, or any similar
      federal statute, and the rules and regulations of the Commission thereunder,
      all
      as the same
      shall be in effect from time to time.

     

    “Seller
      Affiliates”
shall
      mean any entity which is an “affiliate” of the Seller, as that term is defined
      under Rule 144 (in effect as of the date hereof) promulgated under the
Securities
      Act.

     

    “Stock
      Consideration”
means
      12,537,645 shares of Buyer Common Stock.

     

    “Supplemental
      Agreement”
means
      the agreement by and among Star Maritime, the
      Buyer
      and the Seller, dated the date hereof, relating to the purchase of the Vessels

      and attached
      hereto as Exhibit
      B.

     

    “USD”
or
      “$” means legal tender of the United States of America.

     

    “Vessel”
or
      “Vessels”
means
      each of the vessels, and collectively, all of the vessels
      being sold pursuant to the MOAs listed in Schedule 3 of the Supplemental
      Agreement.

     

    “Vessel
      Owning Subsidiaries”
means
      the subsidiaries of the Seller that are party to
      the
      Memoranda of Agreement.

     

    SECTION
      2. Purchase
      Price: Earn-out.

     

    (a)
      The
      Buyer or its subsidiary nominees shall purchase the Vessels for the Aggregate
      Purchase Price, which consists of two components: (1) the Stock Consideration
      and (2)
      the
      Cash Consideration. The Aggregate Purchase Price shall be paid in accordance
      with the terms
      and
      provisions of the Memoranda of Agreement and the Supplemental
      Agreement.


    
      
        
        

      

      
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    (b) In
      addition to the Aggregate Purchase Price:

     

    (1) With
      respect to the short fiscal year of the Buyer commencing as of the Effective
      Date of Merger and ending on December 31, 2007, in the event that the Buyer
      achieves Revenue for such short fiscal year equal to or in excess of 80% of
      the
      Forecasted Annual Consolidated Revenue for such short fiscal year, then the
      Seller
      shall be entitled to receive, promptly following the Buyer's filing of its
      Annual
      Report on Form 20-F for such fiscal year, an additional 803,481 shares of Buyer
      Common Stock (which shall be issued no later than ten (10) business days
following
      the filing of such Annual Report to the Seller, the Vessel Owning Subsidiaries
      and/or a Seller Affiliate, as directed by the Seller); plus

     

    (2) With
      respect to the first full fiscal year of the Buyer following the Merger
commencing
      on January 1, 2008 and ending on December 31, 2008, in the event that
      the
      Buyer achieves Revenue for such first full fiscal year equal to or in excess
      of
      80% of
      the Forecasted Annual Consolidated Revenue for such first full fiscal
year,
      then the Seller shall be entitled to receive, promptly following the Buyer's
      filing
      of
      its Annual Report on Form 20-F for such fiscal year, an additional 803,481
      shares of Buyer Common Stock (which shall be issued no later than ten
(10)
      business days following the filing of such Annual Report to the Seller, the
      Vessel
      Owning Subsidiaries or a Seller Affiliate, as directed by the
      Seller).

     

    (c) In
      addition to the terms and provisions of the MOAs and the Supplemental
Agreement,
      the Buyer's obligations hereunder shall also be subject to the Buyer obtaining
      debt financing
      in such amount as necessary in order for the Buyer to fund a portion of the
      Cash
Consideration
      in excess of its cash-on-hand immediately following the Merger.

     

    SECTION
      3. Covenants
      of the Seller.
      Until
      the delivery of each of the Vessels, the Seller shall
      (and shall cause the Vessel Owning Subsidiaries, as applicable, to): (a) use
      its
commercially
      reasonable efforts to: (i) prevent the Vessel Owning Subsidiaries from becoming
      insolvent
      (within the meaning of the U.S. Bankruptcy Code), (ii) continue to operate
      its
business
      as it is currently conducted, (iii) retain ownership and possession of the
      Vessels (subject
      to any charters in respect of the Vessels) and (iv) forbear from creating any
      new liens, claims or encumbrances of any kind upon the Vessels or any other
      material assets of the Vessel Owning
      Subsidiaries (except, in each case, other than in the ordinary course of
      business and subject
      to any charters in respect of the Vessels) and (b) forbear from selling any
      interest in any Vessel
      Owning Subsidiary and cause each Vessel Owning Subsidiary to forbear from
      issuing any
      capital stock or other securities to, or making loans (other than in the
      ordinary course of its business) to, any person other than the
      Seller.

     

    SECTION
      4. Covenants
      of Star Maritime.
      Star
      Maritime shall use its commercially reasonable
      efforts to: (a) as soon as is reasonably practicable following the date hereof,
      file a registration/proxy
      statement on Form F-4 or S-4 with the SEC: (i) soliciting the vote of Star
      Maritime's
      stockholders in favor of the Merger and the purchase of the Vessels as
      contemplated hereby and (ii) subject to provisions of Section 5(a) below,
      registering the Registrable Securities with
      the
      SEC, (b) comply, and cause the Buyer and its Vessel purchasing nominees to
      comply with
      all
      other applicable rules and regulations of the SEC, (c) obtain, on behalf of
      itself, the Buyer
      and
      its Vessel purchasing nominees, all approvals, consents, exemptions or
authorizations
      from such governmental agencies or authorities, and take all other actions,
      as
may
      be
      necessary or reasonably appropriate in order to effect the Merger and
      transactions contemplated
      by this Agreement, the Supplemental Agreement and the MOAs.


    
      
        
        

      

      
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    SECTION
      5. Registration
      Rights: Lock Up.

     

    (a) Registration
      on Form F-4.
      Buyer
      shall include the Registrable Securities on Buyer's
      Registration Statement on Form F-4 or S-4 contemplated in Section 4(a) above
      to
      the extent
      that such inclusion would not, in Buyer's reasonable judgment after receiving
      written comments
      from the SEC that address the registration of the Registrable Securities,
      materially hinder
      or
      delay the Commission's declaration of effectiveness thereof.

     

    (b) Required
      Shelf Registration.
      After
      receipt of a written request from the Seller, on behalf
      of
      itself or any Registrable Securities Holder, requesting that the Buyer effect
      a
registration
      under the Securities Act covering all of the shares of the Registrable
      Securities then unregistered
      and outstanding, and specifying the holders and intended method or methods
      of
disposition
      thereof, the Buyer shall promptly file with the SEC a registration statement
      covering the
      Registrable Securities and, as expeditiously as is possible, use its
      commercially reasonable efforts
      to effect the registration under the Securities Act of such shares for sale,
      all
      to the extent required
      to permit the disposition (in accordance with the intended method or methods
      thereof, as
      aforesaid) of the Registrable Securities so registered; provided,
      however,
      that
      the Buyer shall not
      be
      required to effect any such registrations pursuant to this Section 5(b) unless
      the Buyer shall
      be
      eligible at any time to file a registration statement on Form F-3 or S-3 (or
      other comparable
      short form) under the Securities Act. If, at any time after giving the written
      notice under
      this Section 5(b), the Seller shall notify the Buyer in writing that the Seller
      has determined for
      any
      reason not to proceed with the proposed offering, then the Buyer shall terminate
      such offering.

     

    (c) Incidental
      Registration.
      (i) If,
      from and after the date that is one hundred and eighty
      (180) days following the Effective Date of Merger, the Buyer at any time
      proposes to file on its behalf and/or on behalf of any of its security holders
      other than any Registrable Securities Holder
      (the “demanding
      security holders”)
      a
      registration statement under the Securities Act on any
      form
      (other than a registration statement on Form F-4, S-4 or S-8 or any successor
      form for securities
      to be offered in a transaction of the type referred to in Rule 145 under the
      Securities Act or to employees of the Buyer pursuant to any employee benefit
      plan, respectively) for the general
      registration of securities, it will give written notice to all the Registrable
      Securities Holders
      at least thirty (30) days before the initial filing with the Commission of
      such
Registration
      Statement, which notice shall set forth the intended method of disposition
      of
      the securities
      proposed to be registered by the Buyer or the demanding security holders. The
      notice shall offer to include in such filing the aggregate number of shares
      of
      Registrable Securities as the
      Seller may request. The Seller shall be entitled to withdraw its request at
      any
      time before the time that the Registration Statement is declared effective
      and
      the offering has commenced.



    
      
        
        

      

      
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    (ii)
      The
      Seller shall advise Buyer in writing within ten (10) business days after
the
      date
      of receipt of such offer from Buyer, setting forth the amount of such
      Registrable Securities
      for which registration is requested and the holders thereof. The Buyer shall
      thereupon include
      in such filing the number of shares of Registrable Securities for which
      registration is so requested,
      subject to the next sentence, and shall use its commercially reasonable efforts
      to effect registration
      under the Securities Act of such shares. If a proposed public offering pursuant
      to this
      Section 5(c) is an underwritten offering, and if the managing underwriter
      thereof shall advise the Buyer in writing that, in its opinion, the distribution
      of the Registrable Securities requested to be
      included in the registration concurrently with the securities being registered
      by the Buyer or such demanding security holder would materially and adversely
      affect the distribution of such securities
      by the Buyer or such demanding security holder, then all selling security
      holders (including
      the demanding security holder who initially requested such registration) shall
      reduce the amount of securities each intended to distribute through such
      offering on a pro rata basis, it being understood that the number of securities
      offered by the Buyer shall not be subject to any such
      pro
      rata reduction. Except as otherwise provided in Section 5(e), all expenses
      of
      such registration
      shall be borne by the Buyer.

     

    (d)
      Registration
      Procedures.
      If the
      Buyer is required by the provisions of Section 5(b)
      or
      (c) to effect the registration of any of its securities under the Securities
      Act, the Buyer will,
      as
      expeditiously as possible:

     

    (i)
      prepare and file with the Commission a registration statement with respect
      to
      such
      securities and use its commercially reasonable efforts to cause such
      registration statement to become and remain effective for a period of time
      required for the disposition of such securities by the holders thereof (which
      period of time shall be no later than the period that the Registrable
Securities
      Holders could sell or dispose the Registrable Securities without restrictions
      pursuant to Rule
      144(k) promulgated under the Securities Act);

     

    (ii)
      prepare and file with the Commission such amendments and supplements
to
      such
      registration statement and the prospectus used in connection therewith as may
      be
necessary
      to keep such registration statement effective and to comply with the provisions
      of the Securities
      Act with respect to the sale or other disposition of all securities covered
      by
      such registration
      statement until the such time as all of such securities have been fully disposed
      of;

     

    (iii)
      furnish to all selling security holders (including the Registrable Securities
      Holders)
      such number of copies of a prospectus, including a preliminary prospectus,
      in
conformity
      with the requirements of the Securities Act, and such other documents, as such
      selling
      security holders may reasonably request;

     

    (iv)
      use
      its commercially reasonable efforts to register or qualify the securities
covered
      by such registration statement under such other securities or blue sky laws
      of
      such jurisdictions
      within the United States and Puerto Rico as each holder of such securities
      shall
request
      (provided,
      however,
      that the
      Buyer shall not be obligated to qualify as a foreign corporation
      to do business under the laws of any jurisdiction in which it is not then
      qualified or to
      file
      any general consent to service or process), and do such other reasonable acts
      and things as may be required of it to enable such holder to consummate the
      disposition in such jurisdiction of the
      securities covered by such registration statement;


    
      
        
        

      

      
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    (v)
      furnish, at the request of the selling Registrable Securities Holder(s), on
      the
      date
      that such shares of Registrable Securities are delivered to the underwriters
      for
      sale pursuant
      to a registration that is underwritten or, if such Registrable Securities are
      not being sold through
      underwriters, on the date that the registration statement with respect to such
      shares of Registrable
      Securities becomes effective, (A) an opinion, dated such date, of the counsel
      representing the Buyer for the purposes of such registration, addressed to
      the
      underwriters, if any,
      and
      if such Registrable Securities are not being sold through underwriters, then
      to
      the selling
      Registrable Securities Holder(s), in customary form and covering matters of
      the
      type customarily
      covered in such legal opinions; and (B) a comfort letter dated such date, from
      the independent certified public accountants of the Buyer, addressed to the
      underwriters, if any, and the selling Registrable Securities Holder(s), in
      a
      customary form and covering matters of the type customarily covered by such
      comfort letters and as the they shall reasonably request;

     

    (vi)
      enter into customary agreements (including an underwriting agreement in
customary
      form, it being understood that any underwriting agreement entered into by the
      selling Registrable
      Securities Holder(s) with respect to an underwritten offering of Registrable
      Securities
      will impose customary indemnification obligations on the underwriter(s)) and
      take such
      other actions as are reasonably required in order to expedite or facilitate
      the
      disposition of such
      Registrable Securities;

     

    (vii)
      cooperate reasonably with any managing underwriter to effect the sale of
Registrable
      Securities, including but not limited to attendance of the Buyer's executive
      officers at
      any
      planned “road show” presentations to the extent that such attendance does not
      unduly or unreasonably impact the performance of such officer's
      duties;

     

    (viii)
      notify the selling Registrable Securities Holder(s) and the underwriter(s),
      if
      any,
      in writing at any time when the Buyer is aware that offering documents include
      an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing,
      and at the request of any selling Registrable Securities Holder or underwriter,
      prepare and
      furnish to such person(s) such reasonable number of copies of any amendment
      or
supplement
      to the offering documents as may be necessary so that, as thereafter delivered
      to the purchasers of such shares, such offering documents would not include
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing, and to
      deliver to purchasers of any other securities of the Buyer included in the
      offering copies of such offering documents as so amended or
      supplemented;

     

    (ix)
      promptly notify the selling Registrable Securities Holder(s) of (A) the
effectiveness
      of such offering documents, (B) the issuance by the Commission of an order
      suspending
      the effectiveness of the offering documents, or of the threat of any proceeding
      for that
      purpose, and (C) the suspension of the qualification of any securities to be
      included in the offering documents for sale in any jurisdiction or the
      initiation or threat of any proceeding for that
      purpose; and

     

    (x)
      cause
      all Registrable Securities registered hereunder to be listed on each
securities
      exchange on which similar securities issued by the Buyer are then
      listed.


    
      
        
        

      

      
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    It
      shall
      be a condition precedent to the obligation of the Buyer to take any action
      pursuant to this Section 5 in respect of the securities which are to be
      registered at the request of the Registrable Securities Holder(s) that the
      Registrable Securities Holder(s) shall furnish to the Buyer
      such information regarding the securities held by the Registrable Securities
      Holder(s) and the
      intended method of disposition thereof as the Buyer shall reasonably request
      and
      as shall be required
      in connection with the action taken by the Buyer.

     

    (e) Expenses.
      All
      expenses incurred in complying with this Section 5, including, without
      limitation, all registration and filing fees (including all expenses incident
      to
      filing with the
      NASD), all “road show” expenses incurred by the Buyer or the Registrable
      Securities Holder(s)
      and all applicable selling security holders, printing expenses, fees and
      disbursements of
      counsel for the Buyer, the reasonable fees and expenses of one counsel for
      the
      selling security holders
      (selected by those holding a majority of the shares being registered), expenses
      of any special
      audits incident to or required by any such registration and expenses of
      complying with the
      securities or blue sky laws of any jurisdiction pursuant to Section 5(d)(iv),
      shall be paid by the
      Buyer, except that the Buyer shall not be liable for any fees, discounts or
      commissions to any underwriter
      or any fees or disbursements of counsel for any underwriter in respect of the
      securities
      sold by any applicable selling security holders, including the Registrable
      Securities Holders.

     

    (f) Indemnification
      and Contribution.

     

    (i)
      In
      the event of any registration of any Registrable Securities under the
Securities
      Act pursuant to this Agreement, the Buyer shall indemnify and hold harmless
      the
Registrable
      Securities Holders, their respective directors and officers, and each other
      person (including
      each underwriter) who participated in the offering of such Registrable
      Securities and each other person, if any, who controls the Registrable
      Securities Holders or such participating person within the meaning of the
      Securities Act (collectively, the “Seller
      Indemnitees”)
      from
      and against
      any losses, claims, damages or liabilities, joint or several, to which a Seller
      Indemnitee may become subject under the Securities Act or any other statute
      or
      at common law, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof) arise
      out
      of or are based upon:
      (i)
      any untrue statement or any alleged untrue statement of any material fact
      contained or incorporated
      by reference, on the effective date thereof, in any registration statement
      under
which
      such securities were registered under the Securities Act, any preliminary
      prospectus or final
      prospectus contained therein, any free writing prospectus or any amendment
      or
      supplement thereto,
      (ii) any omission or any alleged omission to state therein a material fact
      required to be stated
      therein or necessary to make the statements therein not misleading, or (iii)
      any
      other violation
      of any applicable securities laws, and in each of the foregoing circumstances
      shall pay for or reimburse the Seller Indemnitees for any legal or any other
      expenses reasonably incurred by
      all or
      any one of the Seller Indemnitees in connection with investigating or defending
      any such
      loss, claim, damage, liability or action; provided,however,
      that,
      with respect to any Seller Indemnitee, the Buyer shall not be liable in any
      such
      case to the extent that any such loss, claim, damage or liability has been
      found
      by a court of competent jurisdiction to have been based upon any
      actual untrue statement or actual omission made or incorporated by reference
      in
      such registration statement, preliminary prospectus, prospectus, free writing
      prospectus or any amendment
      or supplement thereto solely in reliance upon and in conformity with written
      information
      furnished to the Buyer by such Seller Indemnitee specifically for use therein.
      Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf
      of
      a Seller Indemnitee, and shall survive the transfer of such securities by a
      Seller Indemnitee.


    
      
        
        

      

      
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    (ii)
      In
      the event of any registration of any Registrable Securities under the
Securities
      Act pursuant to this Agreement, the Registrable Securities Holders, by
      acceptance hereof,
      agrees to indemnify and hold harmless the Buyer, its directors and officers
      and
      each other person,
      if any, who controls the Buyer within the meaning of the Securities Act and
      any
      other person
      (including each underwriter) who participated in the offering of such
      Registrable Securities
      (collectively, the “Buyer
      Indemnitees”)
      against any losses, claims, damages or liabilities,
      joint or several, to which the Buyer Indemnitees may become subject under the
      Securities
      Act or any other statute or at common law, insofar as such losses, claims,
      damages or liabilities
      (or actions in respect thereof) arise out of or are based upon: (i) any untrue
      statement or any
      alleged untrue statement of any material fact contained or incorporated by
      reference, on the effective date thereof, in any registration statement under
      which such securities were registered under
      the
      Securities Act, any preliminary prospectus or final prospectus contained
      therein, any free
      writing prospectus, or any amendment or supplement thereto, or (ii) any omission
      or any alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the
      statements therein not misleading, but in either case only to the extent that
      such untrue statement
      or omission is (A) made in reliance on and in conformity with any information
      furnished
      in writing by the Seller to the Buyer concerning the Seller specifically for
      inclusion in the registration statement, preliminary prospectus, prospectus,
      free writing prospectus or any amendment
      or supplement thereto relating to such offering, and (B) is not corrected by
      the
      Seller and
      distributed to the purchasers of shares within a reasonable period of
      time.

     

    (iii)
      If
      the indemnification provided for in this Section 5 from an indemnifying
party
      is
      unavailable to an indemnified party hereunder in respect of any losses, claims,
      damages, liabilities
      or expenses referred to therein, then the indemnifying party, in lieu of
      indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as
      a
      result of such losses, claims, damages, liabilities or expenses in such
      proportion as is appropriate
      to reflect the relative fault of the indemnifying party and indemnified parties
      in connection
      with the actions which resulted in such losses, claims, damages, liabilities
      or
expenses,
      as well as any other relevant equitable considerations. The relative fault
      of
      such indemnifying party and indemnified parties shall be determined by reference
      to, among other things, whether any action in question, including any untrue
      or
      alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact, has been made
      by,
      or relates to
      information supplied by, such indemnifying party or indemnified parties, and
      the
      parties' relative intent, knowledge, access to information and opportunity
      to
      correct or prevent such action.
      The amount paid or payable by a party as a result of the losses, claims,
      damages, liabilities
      and expenses referred to above shall be deemed to include any legal or other
      fees or expenses
      reasonably incurred by such party in connection with any investigation or
      proceeding.

     

    (iv)
      The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to Section 5(f)(iii) were determined by pro rata allocation or by
      any
      other method
      of
      allocation which does not take account of the equitable considerations referred
      to in the
      immediately preceding paragraph. No person guilty of fraudulent
      misrepresentation (within the
      meaning of Section 11 (f) of the Securities Act) shall be entitled to
      contribution from any person
      who was not guilty of such fraudulent misrepresentation.


    
      
        
        

      

      
        8

        
          

        

      

       

    


    (g)
      Certain
      Limitations on Registration Rights.
      Notwithstanding the other provisions of
      this
      Section 5, the Buyer shall have the right to delay the filing or effectiveness
      of a registration
      statement required pursuant to Section 5(b) hereof during one or more periods
      aggregating
      not more than one hundred and twenty (120) days in any twelve-month period
      in
      the event
      that: (i) if counsel to the Buyer is of the opinion that the filing of such
      a
      registration statement
      would require the disclosure of material non-public information about the Buyer,
      the disclosure
      of which the Buyer believes, in good faith, could have a material adverse effect
      on the business
      or financial condition of the Buyer or (ii) the Buyer furnishes to the Seller
      or
      other holders
      requesting the filing of a registration statement, a certificate signed by
      the
      President or Chief
      Executive Officer of the Buyer stating that, in the good faith judgment of
      the
      Board of the Buyer, it would be seriously detrimental to the Buyer and its
      shareholders for such registration statement to be filed and it is therefore
      essential to defer the filing of such registration statement.

     

    (h)
      “Market
      Stand-Off" Agreement.
      The
      Seller (on behalf of itself and each Registrable
      Securities Holder) hereby agrees, in connection with any firm commitment,
underwritten
      public offering by the Buyer of its securities, that it shall not, to the extent
      requested
      by the Buyer or an underwriter of such securities, sell or otherwise transfer
      or
      dispose of or engage in any other transaction regarding any Registrable
      Securities or other shares of the Buyer then owned by the Seller or any
      Registrable Securities Holder for a period not to exceed one
      hundred and eighty (180) days following the effective date of a registration
      statement of the Buyer
      filed under the Securities Act in connection with such firm commitment,
      underwritten public
      offering by the Buyer; provided,
      however,
      that the
      foregoing shall only be applicable if all executive
      officers and directors of the Buyer and holders of 5% or greater of the shares
      of the Buyer
      are
      required to enter into similar agreements, it being agreed that the “lock-up”
period for Seller
      or
      any Registrable Securities Holder shall not to exceed the period applicable
      to
      such officers
      and directors and shareholders and shall in no event exceed one hundred and
      eighty (180)
      days following the effective date of such registration statement.

     

    (i)
      Resale
      Exemptions; Reports Under Exchange Act.
      In
      order to permit the Seller to sell
      the
      Registrable Securities, if it so desires, pursuant to any applicable resale
      exemption under applicable
      securities laws and regulations, the Buyer will:

     

    (i)
      comply with all rules and regulations of the Commission in connection
with
      use
      of any such resale exemption;

     

    (ii)
      make
      and keep available adequate and current public information regarding
      the Buyer;

     

    (iii)
      file with the Commission in a timely manner, all reports and other documents
      required to be filed under the Securities Act, the Exchange Act, or other
      applicable securities
      laws and regulations;

     

    (iv)
      furnish to the Registrable Securities Holders, upon written request, copies
      of
      annual
      reports required to be filed under the Exchange Act and other applicable
      securities laws
      and
      regulations; and

     

    (v)
      furnish to the Registrable Securities Holders, upon written request (A) a
copy
      of
      the most recent quarterly report of the Buyer and such other reports and
      documents filed by
      the
      Buyer with the Commission and (ii) such other information as may be reasonably
      required to
      permit
      the Registrable Securities Holders to sell pursuant to any applicable resale
      exemption under
      the
      Securities Act or other applicable securities law and regulations, if
      any.


    
      
        
        

      

      
        9

        
          

        

      

       

    

     

    (j)
      Lock-up.
      The
      Seller (on behalf of itself and each Registrable Securities Holder) hereby
      agrees that, without the prior written consent of the Buyer, it (a) will not,
      directly or indirectly, offer, sell, agree to offer or sell, solicit offers
      to
      purchase, grant any call option or purchase
      any put option with respect to, pledge, borrow or otherwise dispose of any
      of
      the Registrable
      Securities representing the Stock Consideration and (b) will not establish
      or
      increase any
“put
      equivalent position” or liquidate or decrease any “call equivalent position”
with respect to
      any of
      the Registrable Securities representing the Stock Consideration (in each case
      within the meaning
      of Section 16 of the Exchange Act), or otherwise enter into any swap, derivative
      or other
      transaction or arrangement that transfers to another, in whole or in part,
      any
      economic consequence
      of ownership of any of the Registrable Securities representing the Stock
Consideration,
      whether or not such transaction is to be settled by delivery of Registrable
      Securities
      representing the Stock Consideration, other securities, cash or other
      consideration for a period
      of
      one hundred and eighty (180) days commencing on the date of issuance of
      Registrable Securities representing the Stock Consideration; provided,
      however,
      that,
      notwithstanding the foregoing, the Seller and the Vessel Owning Subsidiaries
      shall be permitted to transfer all or any portion
      of the Registrable Securities representing the Stock Consideration among
      themselves or to
      any
      Seller Affiliate; provided,
      further,
      that
      prior to any such transfer the transferor at its expense
      shall provide to the Buyer an opinion of counsel reasonably acceptable to the
      Buyer to the
      effect that that such transfer would not require registration under the
      Securities Act. The Seller
      hereby further agrees to cause each Registrable Securities Holder to enter
      into
      a lock-up agreement
      giving effect to the provisions of this Section 5(j) immediately upon such
      Registrable Securities
      Holder's acquisition of Registrable Securities representing the Stock
      Consideration.

     

    (k)
      Termination.
      The
      rights granted under this Section 5 shall expire at such time as the
      Registrable Securities Holders collectively (i) hold less than five (5%) percent
      of the outstanding
      Buyer Common Stock, or (ii) are eligible to sell their Registrable Securities
      without restriction under Rule 144(k) promulgated under the Securities Act
      (it
      being agreed, for purposes of this Section 5(k)(ii), that the Buyer, upon the
      request of a Registrable Securities Holder and at its
      expense, shall provide to Buyer's transfer agent a legal opinion of its counsel
      regarding the ability
      of such holder to sell its Registrable Securities under Rule 144(k) and any
      appropriate legend
      removal instructions).

     

    (1)
      Legends.
      The
      Seller hereby acknowledges and agrees that the Buyer shall legend the
      share
      certificates representing the Registrable Securities to reflect the restrictions
      on transfer contained
      in this Agreement and may issue to its transfer agent a stop transfer
      instruction in relation thereto. Such legend shall state:

     

    THE
      SHARES OF COMMON STOCK REPRESENTED HEREBY
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
      OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION
      IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


    
      
        
        

      

      
        10

        
          

        

      

       

    

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
      TO AN AGREEMENT BY THE REGISTERED HOLDER
      WITH THE COMPANY NOT TO SELL SUCH SHARES
      FOR A PERIOD OF 180 DAYS FOLLOWING THE DATE
      OF
      ISSUANCE OF THE SHARES.

     

    SECTION
      6. Director
      Nominees.
      Subject
      to satisfactory due diligence, including but not limited
      to, completion of Directors' & Officers' questionnaires, the Seller shall
      have the right to nominate
      and the Buyer and Star Maritime hereby agree to cause the appointment and
      election of two (2) members of the board of directors of the Buyer, it being
      understood and agreed that the
      initial nominees and directors (to be listed in the registration/proxy statement
      referred to in Section 4(a) hereof) shall be Mr. Nobu Su and Mr. Peter Espig,
      each of whom shall serve upon the Effective Date of Merger for one (1) year
      therefrom in the case of Mr. Nobu Su and for two (2)
      years
      therefrom in the case of Mr. Peter Espig or until their successors have been
      duly elected
      and qualified. For so long as Mr. Nobu Su serves on the board of directors
      of
      the Buyer, he shall receive the title of non-executive Co-Chairman of the
      Buyer.

     

    SECTION
      7.
      Third
      Party Agreements.
      The
      Buyer or any of its subsidiaries or affiliates may enter
      into agreements to purchase vessels and other assets other than the Vessels.
      This Master Agreement
      shall in no way restrict or prohibit the Buyer or its subsidiaries or affiliates
      from negotiating
      or completing such transactions. The Seller or any of its subsidiaries or
      affiliates may enter into agreements relating to vessels or other assets other
      than the Vessels; provided that,
      in
      no event shall the Seller or any of its subsidiaries enter into any agreements,
      negotiations or
      transactions that would materially adversely affect the obligations of the
      Seller or any of its Vessel
      Owning Subsidiaries hereunder.

     

    SECTION
      8. Representations
      and Warranties of the Seller.
      The
      Seller (on behalf of itself and, with
      respect to the representations and warranties contained in subsections (e)
      through (h), each Registrable Securities Holder) hereby makes the following
      representations and warranties to the Buyer and Star Maritime:

     

    (a) it
      is
      duly organized and existing under the laws of the jurisdiction of its
organization
      with full power and authority to execute and deliver this Agreement and to
      perform all of the duties and obligations to be performed by it under this
      Agreement;

     

    (b) this
      Agreement has been duly authorized, executed and delivered by it, and
constitutes
      its valid, legal and binding obligation enforceable against it in accordance
      with its terms,
      except as enforceability may be limited by bankruptcy, insolvency or other
      similar laws of general
      application relating to or affecting the enforcement of creditors' rights in
      general or by general
      principles of equity whether considered in a proceeding at law or
      equity;


    
      
        
        

      

      
        11

        
          

        

      

       

    

     

    (c) its
      execution and delivery of, the performance and incurrence by it of its
obligations
      and liabilities under, and the consummation by it of the other transactions
      contemplated
      by, this Agreement do not and will not (i) violate any provision of its
organizational
      documents, (ii) violate any applicable law, rule or regulation, (iii) violate
      any order,
      writ, injunction or decree of any court or governmental or regulatory authority
      or agency or
      any
      arbitral award applicable to it or its affiliates or (iv) subject to the consent
      of applicable charterers
      of the Vessels, result in a breach of, constitute a default under, require
      any
      consent under,
      or
      result in the acceleration or required prepayment of any indebtedness pursuant
      to the terms
      of,
      any agreement or instrument of which it is a party or by which it is bound
      or to
      which it is
      subject, or result in the creation or imposition of any lien upon any property
      of it pursuant to the
      terms
      of any such agreement or instrument, in the case of (i), (ii), (iii) or (iv)
      which could have
      a
      material adverse effect on the transactions contemplated hereby;

     

    (d) there
      are
      no legal or governmental actions, suits or proceedings pending or, to
      its
      knowledge, threatened against it before any court, administrative agency or
      tribunal which, if
      determined adversely to it, could reasonably be expected to adversely affect
      the
      ability of it to perform
      its obligations under this Agreement;

     

    (e) it
      is an
“accredited investor” within the meaning of Rule 501 of Regulation D
      under
      the Securities Act;

     

    (f) it
      has
      received or has had full access to all the information it considers necessary
      or appropriate to make an informed decision with respect to the acquisition
      of
      Buyer Common
      Stock;

     

    (g) the
      Buyer
      Common Stock being acquired by it are being acquired for its own
      account for the purpose of investment and not with a view to, or for resale
      in
      connection with,
      any
      distribution thereof within the meaning of the Securities Act; and

     

    (h)
      it
      understands that (i) the shares of Buyer Common Stock have not been registered
      under the Securities Act by reason of their issuance in a transaction exempt
      from the registration
      requirements of the Securities Act, (ii) the shares of Buyer Common Stock must
      be held
      indefinitely (subject, however, to the Buyer's obligation to effect the
      registration of registrable
      securities in accordance with Section 5 hereof) unless a subsequent disposition
      thereof
      is registered under the Securities Act or is exempt from such registration,
      and
      (iii) the shares
      of
      Buyer Common Stock will bear the legend to such effect set forth in Section
      5(1)
hereof.

     

    SECTION
      9. Representations
      and Warranties of the Buyer.
      The
      Buyer makes the following representations
      and warranties to the Seller and Star Maritime:

     

    (a) it
      is
      duly organized and existing under the laws of the jurisdiction of its
organization
      with full power and authority to execute and deliver this Agreement and to
      perform all of the duties and obligations to be performed by it under this
      Agreement;

     

    (b) this
      Agreement has been duly authorized, executed and delivered by it, and
constitutes
      its valid, legal and binding obligation enforceable against it in accordance
      with its terms,
      except as enforceability may be limited by bankruptcy, insolvency or other
      similar laws of general
      application relating to or affecting the enforcement of creditors' rights in
      general or by general
      principles of equity whether considered in a proceeding at law or
      equity;


    
      
        
        

      

      
        12

        
          

        

      

    

     

    (c) its
      execution and delivery of, the performance and incurrence by it of its
obligations
      and liabilities under, and the consummation by it of the other transactions
      contemplated
      by, this Agreement do not and will not (i) violate any provision of its
organizational
      documents, (ii) violate any applicable law, rule or regulation, (iii) violate
      any order,
      writ, injunction or decree of any court or governmental or regulatory authority
      or agency or
      any
      arbitral award applicable to it or its affiliates or (iv) result in a breach
      of,
      constitute a default
      under, require any consent under, or result in the acceleration or required
      prepayment of any indebtedness pursuant to the terms of, any agreement or
      instrument of which it is a party or by
      which
      it is bound or to which it is subject, or result in the creation or imposition
      of any lien upon
      any
      property of it pursuant to the terms of any such agreement or instrument, in
      the
      case of (i), (ii), (iii) or (iv) which could have a material adverse effect
      on
      the transactions contemplated hereby;
      and

     

    (d) there
      are
      no legal or governmental actions, suits or proceedings pending or, to its actual
      knowledge, threatened against it before any court, administrative agency or
      tribunal which, if determined adversely to it, could reasonably be expected
      to
      adversely affect the ability of
      it to
      perform its obligations under this Agreement.

     

    SECTION
      10. Representations
      and Warranties of Star Maritime.
      Star
      Maritime makes the following
      representations and warranties to the Seller and the Buyer:

     

    (a) it
      is
      duly organized and existing under the laws of the jurisdiction of its
organization
      with full power and authority to execute and deliver this Agreement and to
      perform all of the duties and obligations to be performed by it under this
      Agreement;

     

    (b) this
      Agreement has been duly authorized, executed and delivered by it, and
constitutes
      its valid, legal and binding obligation enforceable against it in accordance
      with its terms,
      except as enforceability may be limited by bankruptcy, insolvency or other
      similar laws of general
      application relating to or affecting the enforcement of creditors' rights in
      general or by general
      principles of equity whether considered in a proceeding at law or
      equity;

     

    (c) its
      execution and delivery of, the performance and incurrence by it of its
obligations
      and liabilities under, and the consummation by it of the other transactions
      contemplated
      by, this Agreement do not and will not (i) violate any provision of its
organizational
      documents, (ii) violate any applicable law, rule or regulation, (iii) violate
      any order,
      writ, injunction or decree of any court or governmental or regulatory authority
      or agency or
      any
      arbitral award applicable to it or its affiliates or (iv) result in a breach
      of,
      constitute a default
      under, require any consent under, or result in the acceleration or required
      prepayment of any indebtedness pursuant to the terms of, any agreement or
      instrument of which it is a party or by
      which
      it is bound or to which it is subject, or result in the creation or imposition
      of any lien upon
      any
      property of it pursuant to the terms of any such agreement or instrument, in
      the
      case of (i), (ii), (iii) or (iv) which could have a material adverse effect
      on
      the transactions contemplated hereby;
      and


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (d)
      there
      are no legal or governmental actions, suits or proceedings pending or,
to
      its
      actual knowledge, threatened against it before any court, administrative agency
      or tribunal which,
      if
      determined adversely to it, could reasonably be expected to adversely affect
      the
      ability of
      it to
      perform its obligations under this Agreement.

     

    SECTION
      11. Conditions
      Precedent to the Obligations of the Seller.
      The
      obligation of the Seller
      and the Vessel Owning Subsidiaries to sell and deliver the Vessels to the Buyer
      is subject to
      the
      satisfaction or waiver of the following conditions, which conditions are
      intended wholly for the benefit of the Seller and the applicable Vessel Owning
      Subsidiary (with respect to each Vessel):

     

    (a) Due
      Authorization, Execution and Delivery.
      This
      Agreement shall have been
      duly
      authorized, executed and delivered by the Buyer and Star Maritime, shall be
      in
      full force
      and
      effect and executed counterparts thereof shall have been delivered to the
      Seller;

     

    (b) Representations
      and Warranties.
      The
      representations and warranties of the Buyer
      and
      Star Maritime contained in this Agreement shall be true and
      correct;

     

    (c) Illegality.
      The
      performance of the transactions contemplated hereby upon the terms and subject
      to the conditions set forth in this Agreement shall not, in the reasonable
      judgment
      of the Seller, violate, and shall not subject the Seller, any Vessel Owning
      Subsidiary or any
      Seller Affiliate to any material penalty or liability under, any law, rule
      or
      regulation binding upon
      any
      of them;

     

    (d) No
      Proceedings.
      No
      legal or governmental action, suit or proceeding shall have
      been
      instituted or threatened before any court, administrative agency or tribunal,
      nor shall any
      order, judgment or decree have been issued or proposed to be issued by any
      court, administrative
      agency or tribunal, to set aside, restrain, enjoin or prevent the consummation
      of this
      Agreement or the transactions contemplated hereby.

     

    (e) Performance
      of Obligations.
      Star
      Maritime, the Buyer and Buyer's Vessel purchasing
      nominees shall have performed all obligations required of them under this
Agreement,
      the Supplemental Agreement and the MOAs in all material respects.

     

    SECTION
      12. Conditions
      Precedent to the Obligations of the Buyer.
      The
      obligation of the Buyer
      to
      purchase the Vessels from the Seller or the Vessel Owning Subsidiaries is
      subject to the
      satisfaction or waiver of the following conditions, which conditions are
      intended wholly for the benefit of the Buyer:

     

    (a) Due
      Authorization. Execution and Delivery.
      This
      Agreement shall have been
      duly
      authorized, executed and delivered by the Seller, shall be in full force and
      effect and executed
      counterparts thereof shall have been delivered to the Buyer;

     

    (b) Representations
      and Warranties.
      The
      representations and warranties of the Seller
      contained in this Agreement shall be true and correct;


    
      
        
        

      

      
        14

        
          

        

      

       

    


    (c) Illegality.
      The
      performance of the transactions contemplated hereby upon the terms and subject
      to the conditions set forth in this Agreement shall not, in the reasonable
      judgment
      of the Buyer, violate, and shall not subject the Buyer to any material penalty
      or liability under, any law, rule or regulation binding upon the
      Buyer;

     

    (d) No
      Proceedings.
      No
      legal or governmental action, suit or proceeding shall have
      been
      instituted or threatened before any court, administrative agency or tribunal,
      nor shall any
      order, judgment or decree have been issued or proposed to be issued by any
      court, administrative
      agency or tribunal, to set aside, restrain, enjoin or prevent the consummation
      of this
      Agreement or the transactions contemplated hereby.

     

    (e) Performance
      of Obligations.
      The
      Seller and each Vessel Owning Subsidiary shall
      have performed all obligations required of them under this Agreement, the
      Supplemental Agreement
      and the MOAs in all material respects.

     

    SECTION
      13.
      Further
      Assurances and Other Matters.
      Each of
      the Seller, the Buyer and Star Maritime
      agrees, upon the request of the other party, at any time and from time to time,
      promptly
      to execute and deliver all such further documents, promptly to take and forbear
      from all such action, and obtain all approvals, consents, exemptions or
      authorizations from such governmental
      agencies or authorities as may be necessary or reasonably appropriate in order
      to effect
      the Merger and more effectively confirm or carry out the provisions of this
      Agreement and
      the
      other documents entered into in connection herewith.

     

    SECTION
      14. Term
      and Termination.
      This
      Agreement shall terminate and be of no further force
      and
      effect: (i) upon satisfaction or waiver of all obligations of all parties
      arising under this Agreement,
      the Supplemental Agreement and the MOAs or (ii) in the event that the
stockholders
      of Star Maritime do not approve the Merger or the sale and purchase of the
      Vessels as
      contemplated by this Agreement, the Supplemental Agreement and the MOAs,
provided,
      however
      that
      Sections 6, 7 and 15 hereof shall survive the termination of this Agreement
      and
      remain in full force and effect if such termination is as a result of
      satisfaction or waiver of all obligations
      of all parties arising under the MOAs.

     

    SECTION
      15.
      Miscellaneous.

     

    (a) Termination
      of Memorandum of Understanding.
      The
      Memorandum of Understanding
      is hereby terminated and of no force and effect.

     

    (b) Notices.
      All
      notices provided hereunder shall be given in writing and either delivered
      personally or by overnight courier service or sent by certified mail, return
      receipt requested,
      or by facsimile transmission,

     

    if
      to the
      Buyer, to:

     

    Star
      Bulk
      Carriers Corp. 

    c/o
      Seward & Kissel LLP 

    One
      Battery Park Plaza 

    New
      York,
      NY 10004


    
      
        
        

      

      
        15

        
          

        

      

       

    


    Attention:        
      Derick Betts, Esq.

    Robert
      E.
      Lustrin, Esq. 

    Fax
      No:            +1(212)
      480-8421

     

    if
      to
      Star Maritime, to:

     

    Star
      Bulk
      Carriers Corp. 

    c/o
      Seward & Kissel LLP 

    One
      Battery Park Plaza 

    New
      York,
      NY 10004 

    Attention:        
      Derick Betts, Esq.

    Robert
      E.
      Lustrin, Esq.

    Fax
      No:             +1
      (212) 480-8421

     

    if
      to the
      Seller to:

     

    TMT
      Co.,
      Ltd.

    8F.,
      No.
      126, Sec. 1, Jianguo No. Rd.

    Jhongshan
      District, Taipei City 104

    Taiwan,
      R.O.C.

    Attention:
      Peter Espig

    Fax
      No.:
      +866-2-2509-5628

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Ellenoff
      Grossman & Schole LLP 

    370
      Lexington Avenue 

    New
      York,
      NY 10017 

    Attention:
      Douglas S. Ellenoff, Esq. 

    Fax
      No.:
      (212) 370-7889

     

    or
      to
      such other address as the parties shall from time to time designate in writing.
      Any notice delivered
      personally or by fax shall be deemed given upon receipt (with confirmation
      of
      receipt required in the case of fax transmissions); any notice given by
      overnight courier shall be deemed given
      on
      the next business day after delivery to the overnight courier; and any notice
      given by certified
      mail shall be deemed given upon the second business day after certification
      thereof.

     

    (c)
      Governing
      Law.
      This
      Agreement shall be governed by and construed under the
      laws
      of the State of New York without regard to conflicts of laws principles. Any
      action or proceeding
      (other than with respect to disputes under the MOAs and the Supplemental
Agreement,
      which shall be subject to the dispute resolution provisions thereof) seeking
      to
enforce
      any provision of, or based on any right arising out of, this Agreement shall
      be
      brought against
      the parties hereto or thereto in the courts of the State of New York, County
      of
      New York, or,
      if it
      has or can acquire jurisdiction, in the United States District Court for the
      Southern District
      of New York, and each of the parties consents to the exclusive jurisdiction
      of
      such courts (and
      of
      the appropriate appellate courts) in any such action or proceeding and waives
      any objection
      to venue laid therein. The parties hereby expressly waive all rights to trial
      by
      jury in any
      suit,
      action or proceeding arising under this Agreement.


    
      
        
        

      

      
        16

        
          

        

      

    

     

    (d) Survival
      of Representations and Warranties.
      All
      representations and warranties
      contained herein shall survive any termination of this Agreement for a period
      of
      two (2)
      years.

     

    (e) Headings.
      Headings used herein are for convenience only and shall not in any
      way
      affect the construction of, or be taken into consideration in interpreting,
      this
      Agreement.

     

    (f) Severabilitv.
      Any
      provision of this Agreement which is prohibited or unenforceable
      in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition
      or unenforceability without invalidating the remaining provisions hereof or
      affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    (g) Amendments
      in Writing.
      No
      amendment, modification, waiver, termination or discharge of any provision
      of
      this Agreement, or any consent to any departure by each of the Seller,
      the Buyer or Star Maritime from any provision hereof, shall in any event be
      effective unless
      the same shall be in writing and signed by the parties hereto, and each such
      amendment, modification,
      waiver, termination or discharge shall be effective only in the specific
      instance and for
      the
      specific purpose for which given. No provision of this Agreement shall be
      varied, contradicted
      or explained by any oral agreement, course of dealing or performance or any
      other matter
      not set forth in an agreement in writing and signed by the parties
      hereto.

     

    (h)
      Expenses.
      Each
      party shall be responsible for its own expenses in connection
      with the preparation, negotiation, execution and delivery of the MOAs, the
      Supplemental
      Agreement and this Agreement; provided,
      however,
      that
      regardless of whether this Agreement
      or the transactions contemplated hereby are terminated, Star Maritime shall
      pay
      for or
      reimburse the Seller for all reasonable fees and expenses of its legal counsel
      in connection with the preparation, negotiation, execution and delivery of
      the
      MOAs, the Supplemental Agreement
      and this Agreement up to $25,000. The Buyer shall also be responsible for all
      the reasonable expenses of the Seller in connection with soliciting the
      stockholders vote in favor of, and
      the
      approval of, the Merger and transactions contemplated in this Agreement, the
      MOAs and the
      Supplemental Agreement, including all “road show,” travel and lodging expenses,
      all reasonable
      fees and expenses of legal counsel, accountants and other advisors and
      consultants of the Seller.

     

    (i)
      Execution
      in Counterparts.
      This
      Agreement and any amendment, waiver or consent
      hereto may be executed by the parties hereto in separate counterparts (or upon
      separate signature pages bound together into one or more counterparts), each
      of
      which, when so executed and delivered, shall be an original, but all such
      counterparts shall together constitute one and the same
      instrument. All such counterparts may be delivered among the parties hereto
      by
      facsimile or
      other
      electronic transmission, which shall not affect the validity
      thereof.

     

    (j)
      Entire
      Agreement.
      This
      Agreement and the other documents referred to herein
      or
      therein, on and as of the date hereof, constitute the entire agreement of the
      parties hereto
      with respect to the subject matter hereof or thereof, and all prior or
      contemporaneous understandings
      or agreements, whether written or oral between the parties hereto with respect
      to such
      subject matter (including, without limitation, the Memorandum of Understanding)
      are hereby
      superseded in their entirety.


    
      
        
        

      

      
        17

        
          

        

      

       

    


    (k)
      Exhibits
      and Schedules.
      The
      exhibits attached hereto or any schedules referenced
      in this Agreement are incorporated by reference herein and shall have the same
      force and
      effect with respect to the provisions set forth therein as though fully set
      forth in this Agreement.

     

    (l)
      Successors
      and Assigns.
      This
      Agreement shall be binding upon, shall inure to
      the
      benefit of and shall be enforceable by the parties hereto and their respective
      successors and assigns;
      provided,
      that,
      except for permitted transferees of Registrable Securities, who shall be
      entitled to the benefits of Section 5 hereof, none of the Buyer, the Seller
      or
      Star Maritime may assign
      any of its obligations hereunder without the prior written consent of the other
      party.

     

    (m)
      Third-Party
      Beneficiaries.
      The
      Buyer and Star Maritime hereby acknowledge
      and agree that each Vessel Owning Subsidiary shall be a third party beneficiary
      of the
      obligations of the Buyer and Star Maritime under this Agreement and each
      Registrable Security
      Holder, other than the Seller and each Vessel Owning Subsidiary, shall be a
      third party beneficiary only with respect to Section 5 of this Agreement and
      all
      such entities shall be entitled to
      enforce such obligations directly against the Buyer and Star Maritime as if
      they
      were a party hereto.

     

    (n)
      Non
      Waiver.
      Any
      failure at any time of either party to enforce any provision of this Agreement
      shall neither constitute a waiver of such provision nor prejudice the right
      of
any
      party
      hereto to enforce such provision at any subsequent time.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        18

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized as of the day and date
      first
      above written.


    
      	 	 	 
	 	
              TMT
                CO., LTD.

              
                for
                  itself individually and for/on behalf of each of the Vessel
                  Owning Subsidiaries and the Registrable Security
                  Hotders

              

            
	 
 	 
 	 
 
	
            	By:  	Nobu Su
	 	
              
                

              

              Name: Nobu Su

              Title:
                Chairman and Chief Executive
                Officer

            


    

    
      	 	 	 
	 	 	 
	 	
              
                STAR
                  BULK CARRIERS CORP.,

                for
                  itself individually and for/on behalf of each of its nominees

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Prokopios Tsirigakis
	 	
              
                

              

              Name: Prokopios Tsirigakis

              Title:
                President

            


    

    
      	 	 	 
	 	 	 
	 	
              
                
                  STAR
                    MARITIME ACQUISITION CORP.

                

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Prokopios Tsirigakis
	 	
              
                

              

              Name: Prokopios Tsirigakis

              Title:
                Chairman, Chief Executive Officer and
                President

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

       

    

    
       

    

    Exhibit
      A

     

    MEMORANDA
      OF AGREEMENT

     

    [Attached]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    
      SUPPLEMENTAL
        AGREEMENT

       

      [Attached]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    AMENDMENT
      TO MASTER AGREEMENT

    


    TMT
      CO.,
      LTD., a Taiwan corporation (the “Seller”),
      STAR
      BULK CARRIERS CORP., a Marshall Islands corporation (the “Buyer”),
      and
STAR
      MARITIME ACQUISITION CORP.,
      a
      Delaware corporation (“Star
      Maritime”),
      hereby amend the MASTER AGREEMENT dated as of January 12, 2007 (the “Master
      Agreement”) by and among the Seller, the Buyer and Star Maritime, as
      follows:

    


    
      	
              1.

            	
              The
                definition of the term “Forecasted Annual Consolidated Revenue” contained
                in Section 1 of the Master Agreement is hereby amended in its entirety
                to
                read as follows:

            


    

    


    “Forecasted
      Annual Consolidated Revenue” shall mean: (a) for purposes of
      Section 2(b)(1) of this Agreement (i) if the Effective Date of Merger
      occurs on or prior to June 30, 2007, an amount equal to $40 million, or
      (ii) if the Effective Date of Merger occurs after June 30, 2007, an amount
      equal to the product of (A) $40 million and (B) the ratio, expressed as a
      percentage, of the number of days from the Effective Date of Merger to December
      31, 2007 over 180; and (b) for purposes of Section 2(b)(2) of this
      Agreement, $90 million. 

    


    
      	
              2.

            	
              All
                capitalized terms used herein shall have the meanings assigned to
                them in
                the Master Agreement, unless defined herein or the context otherwise
                requires. To the extent that this amendment conflicts with the Master
                Agreement, this amendment shall govern. Except as amended hereby,
                all of
                the provisions of the Master Agreement shall remain and continue
                in full
                force and effect.

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to Master
      Agreement to be executed as of February 28, 2007.

    


    
      	
              TMT
                CO., LTD. 

              for
                itself individually and for/on behalf of each of the Vessel Owning
                Subsidiaries and the Registrable Security Holders

            
	 
	
              By: 
                /s/ Nobu
                Su                                                   
                

            
	
              Name:
                Nobu Su

            
	
              Title:
                Chairman and Chief Executive Officer

            
	 
	
              STAR
                BULK CARRIERS CORP., 

              for
                itself individually and for/on behalf of each of its
                nominees

            
	 
	
              By: 
                /s/ Prokopios
                Tsirigakis                              
                

            
	
              Name:
                Prokopios Tsirigakis

            
	
              Title:
                President, CEO

            
	 
	
              STAR
                MARITIME ACQUISITION CORP.

            
	 
	
              
                By: 
                  /s/ Prokopios
                  Tsirigakis                              
                  

              

            
	
              Name:
                Prokopios Tsirigakis

            
	
              Title:
                President, CEO