d1379368_ex4-2.htm


Exhibit 4.2


 


 



	
RIGHTS CERTIFICATE #:

	
NUMBER OF RIGHTS   

	  
	
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS


DATED _____ __, 2013 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.   COPIES OF


THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM ADVANTAGE PROXY, INC., THE INFORMATION AGENT.


 


STAR BULK CARRIERS CORP.


Incorporated under the laws of the Republic of the Marshall Islands


 


NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non - Transferable Subscription Rights to Purchase Common Shares of Star Bulk Carriers Corp.


 


Subscription Price:     $5.35 per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,


ON _______ __, 2013, UNLESS EXTENDED BY THE COMPANY


 

	  
	  	  	  
	 REGISTERED OWNER	 	  	  
	  	  	  
	  	  	  
	  	  	  
	
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights ("Rights") set forth above. Each whole Right entitles  the holder thereof to subscribe for and purchase 2.5957 common shares, with a par value of  $0.01 per share, of Star Bulk Carriers Corp., a Marshall Island Corp., at a subscription price of $5.35 per  share (the  "Subscription Privilege"),  pursuant to a rights offering (the "Rights Offering"), on the terms and subject to the conditions set forth in the Prospectus and the "Instructions as to Use of Star Bulk Carriers Corp. Subscription Rights Certificates" accompanying this Subscription Rights Certificate.

	  	
The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the subscription price for each common share in accordance with the "Instructions as to Use of Star Bulk Carriers Corp. Subscription Rights Certificates" that accompany this Subscription Rights Certificate.

	  
	  	  	  	  
	
This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar.

	  
	  	  
	
Witness the seal of Star Bulk Carriers Corp. and the signatures of its duly authorized officers.

	  
	  	  
	
Dated:

	  
	 	 
	  	  	  	  	  	  	  
	  	
President, Chief Executive Officer


And Principal Executive Officer

	  	  	
General Counsel and Secretary

	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	
COUNTERSIGNED AND REGISTERED:


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


             (New York, N.Y.)                         TRANSFER AGENT


AND REGISTRAR


	  	  	
By:  /s/ Mac C Haly                   


	  	  	
AUTHORIZED SIGNATURE











 




  





  











  






 


 



	
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


	  
	
Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.


	
If delivering by hand:


American Stock Transfer & Trust Company, LLC


Attn: Reorganization Department


6201 15th Avenue


Brooklyn, New York 11219

	  	
If delivering by mail or overnight courier:


American Stock Transfer & Trust Company, LLC


Operations Center


Attn: Reorganization Department


6201 15th Avenue


Brooklyn, New York 11219


	  
	
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


	  
	  
	
FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant to your subscription right, please complete lines (a) and (b) and sign under Form 3 below.  To the extent you subscribe for more Shares than you are entitled under the Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Subscription Right.


 


(a) EXERCISE OF SUBSCRIPTION PRIVILEGE:

	  	
FORM 2-DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the Common Stock underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.


 


	  	  	  
	
I apply for

	  	
Shares x $5.35

	
= $

	  	  	  
	  	
(no. of new shares)

	
(subscription price)

	  	
(amount enclosed)

	  	  
	  	  	  
	
(b) Total Amount of Payment Enclosed   =

	
$____________________

	  	  
	  	  	  
	
METHOD OF PAYMENT (CHECK ONE)

	  	
FORM 3-SIGNATURE


	  	  	  
	
 ̈ Check or bank draft payable to “American Stock Transfer & Trust Company, LLC as Subscription Agent.”


 ̈ Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354624 American Stock Transfer FBO Star Bulk Carriers Corp., with reference to the rights holder's name.

	  	
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.  I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted in the previous sentence.


	  	  	
Signature(s):

	  
	  	  	  
	  	  	
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.


	  	  	  
	  	  	
FORM 4-SIGNATURE GUARANTEE


	  	  	  
	  	  	
This form must be completed if you have completed any portion of Form 2.


	  	  	  
	  	  	
Signature Guaranteed:

	  
	  	  	  	
(Name of Bank or Firm)


	  	  	  
	  	  	
By:

	  
	  	  	  	
(Signature of Officer)


	  	  	  
	  	  	
IMPORTANT:  The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


	  
	
FOR INSTRUCTIONS ON THE USE OF STAR BULK CARRIERS CORP. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT ADVANTAGE PROXY, INC., THE INFORMATION AGENT, AT (877) 870-8565 or if you are a bank or broker, (206) 870-8565.