SPECIMEN
      COMMON STOCK CERTIFICATE

     

    
      	
              
                NUMBER
                  

                _______C

              

            	
              SHARES

            


    

     

    STAR
      BULK
      CARRIERS CORP.

    INCORPORATED
      UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS

    100,000,000
      Common Shares - Par Value U.S.$0.01 each

    25,000,000
      Preferred Shares - Par Value U.S.$0.01 each

    


    COMMON
      STOCK

    


    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS

    
       

      
        	
                
                  THIS
                    CERTIFIES THAT 

                

              	
                CUSIP

              


      

       

    

    
      	IS
              THE
              OWNER OF    	 


    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE COMMON
      STOCK OF

    


    STAR
      BULK
      CARRIERS CORP.

    


    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed. This certificate is not valid
      unless countersigned by the Transfer Agent and registered by the Registrar.
      Witness the seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

    


    Dated:

     

    
      	
              __________________________________ 

              PRESIDENT

            	
               (SEAL)

            	
               __________________________________

              SECRETARY

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STAR
      BULK
      CARRIERS CORP.

    CORPORATE
      SEAL

    2006

    REPUBLIC
      OF THE MARSHALL ISLANDS

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

    


    TEN
      COM -
      as tenants in common

    


    TEN
      ENT -
      as tenants by the entireties

    


    JT
      TEN -
      as joint tenants with right of survivorship and not as tenants in
      common

     

    
      	
              UNIF GIFT MIN ACT - 

            	____________ Custodian ___________
              (Cust)                                                 
                (Minor)

              under
                Uniform Gifts to Minors Act 

              


              _______________________________

                            
                (State)

            


    

       

    Additional
      Abbreviations may also be used though not in the above list.

    


    STAR
      BULK
      CARRIERS CORP.

    


    The
      Corporation will furnish without charge to each stockholder who so requests
      the
      powers, designations, preferences and relative, participating, optional or
      other
      special rights of each class of stock or series thereof of the Corporation
      and
      the qualifications, limitations, or restrictions of such preferences and/or
      rights. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents.

    


    For
      value
      received, ___________________________ hereby sell, assign and

    transfer
      unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

    __________________________________

    __________________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

     

    
      
        
          

        

        
          
            

          

          
            

          

        

         

      

    

    Shares
      of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint 

    _____________________________________________

    Attorney
      to transfer the said stock on the books of the within named Corporation with
      full power of substitution in the premises.

    


    Dated: __________________


    


    
      	 	
              ________________________________________________

              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the certificate in every particular, without alteration
                or enlargement or any change
                whatever.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Signature(s)
      Guaranteed:

     

    
      
        
THE
        SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
        STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
        IN
        AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
        17Ad-15).

    

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event of the Company's liquidation or if the holder seeks
      to
      convert his respective shares into cash upon a business combination which he
      voted against and which is actually completed by the Company. In no other
      circumstances shall the holder have any right or interest of any kind in or
      to
      the trust fund.

     

    


    


    SK
      25767
      0001 745923