ContractMemorandum of Agreement for Sale and Purchase of Ships • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO 1956. Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012
ContractMemorandum of Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Share Purchase Agreement ("Agreement"), dated as of 26th day of October 2016, is made by and between Aliana Shareholders Limited of Marshall Islands (the "Buyer"), whose performance is hereby guaranteed by TMS Bulkers Ltd. (the "Buyers' Guarantor") and Iokasti Shareholdings Limited, a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller"), whose performance is hereby guaranteed by Dryships Inc. of Marshall Islands (the "Sellers' Guarantor")
ContractShare Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
Transfer Certificate - UniCredit Bank AGTransfer Certificate • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
The Transferee accepts exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to it.
Transfer Certificate - Santander Asset Finance PlcTransfer Certificate • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
The Transferee accepts exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to it.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Share Purchase Agreement ("Agreement"), dated as of 9th day of March 2017, is made by and between LPG INVESTMENTS INC. of Marshall Islands (the "Buyer"), whose performance is hereby guaranteed by Dryships Inc. and VLGC Beta Shareholding Ltd, a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller") whose performance is hereby guaranteed by TMS Cardiff Gas Ltd.
DATED 30 November 2016Sale and Transfer Deed • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
SIDE LETTER TO THE SHARE PURCHASE AGREEMENT DATED OCTOBER 26, 2016Side Letter • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
This Side Letter is made and entered into this October 26th, 2016 by and between ROSALIA SHAREHOLDERS LIMITED a corporation organized under the laws of the Republic of the Marshall Islands (the "Buyer"), TMS Bulkers Ltd. a corporation organized under the laws of Marshall Islands (the "Buyers' Guarantor"), AZALEA SHAREHOLDERS LIMITED a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller") and Dryships Inc. a corporation organized under the laws of Marshall Islands (the "Sellers' Guarantor", all the above parties collectively referred to as the "Parties").
Transfer Certificate - NatixisTransfer Certificate • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
The Transferee accepts exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to it.
ADVICE INVESTMENTS S.ALoan Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
PREFERRED STOCK EXCHANGE AGREEMENT DRYSHIPS INC.Preferred Stock Exchange Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • New York
This Preferred Stock Exchange Agreement (the "Agreement") is made as of March 24, 2016 by and between DRYSHIPS INC., a Marshall Islands corporation (the "Company"), and SIFNOS SHAREHOLDERS INC., a Marshall Islands corporation (the "Seller").
SECOND AMENDMENT TO THE FACILITY AGREEMENTFacility Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • New York
THIS SECOND AMENDMENT (this "Amendment") to the Facility Agreement (as defined below) is dated as of March 24, 2016 by and between DRYSHIPS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Borrower"), and SIFNOS SHAREHOLDERS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Lender"). Capitalized terms herein have the meanings specified in the Secured Revolving Facility Agreement dated as of October 21, 2015, as amended by the First Amendment to the Facility Agreement dated as of November 11, 2015 (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Existing Facility Agreement" and as hereby amended, the "Facility Agreement"), by and between the Borrower and the Lender.
IN RELATION TO A SENIOR AND A JUNIOR LOAN AGREEMENTSale and Transfer Deed • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
Agreement and obligations in respect of the Senior Loan Agreement and the Junior Loan Agreement to the Purchaser, and the Purchaser shall accept and assume such rights and obligations.
Dated 18 November 2016Settlement, Release and Supplemental Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
TERMINATION AGREEMENTTermination Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
SIDE LETTER TO THE SHARE PURCHASE AGREEMENT DATED SEPTEMBER 16, 2016Share Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
This Side Letter is made and entered into this October 26th, 2016 by and between EVITA SHAREHOLDERS LIMITED a corporation organized under the laws of the Republic of the-Marshall Islands (the "Buyer"), TMS Bulkers Ltd. a corporation organized under the laws of Marshall Islands (the "Buyers' Guarantor"), and IASON SHAREHOLDINGS LIMITED a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller") and Dryships Inc. a corporation organized under the laws of Marshall Islands (the "Sellers' Guarantor", all the above parties collectively referred to as the "Parties").
SIDE LETTER TO THE SHARE PURCHASE AGREEMENT DATED OCTOBER 26, 2016Share Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
This Side Letter is made and entered into this October 26th, 2016 by and between ALIANA SHAREHOLDERS LIMITED a corporation organized under the laws of the Republic of the Marshall Islands (the "Buyer"), TMS Bulkers Ltd. a corporation organized under the laws of Marshall Islands (the "Buyers' Guarantor"), IOKASTI SHAREHOLDINGS LIMITED a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller") and Dryships Inc. a corporation organized under the laws of Marshall Islands (the "Sellers' Guarantor", all the above parties collectively referred to as the "Parties").
ContractAgency Transfer Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED FACILITY AGREEMENTFacility Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY AGREEMENT (this "Amendment") is dated as of October 31, 2016 by and between DRYSHIPS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Borrower"), and SIFNOS SHAREHOLDERS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Lender"). Capitalized terms herein have the meanings specified in the Amended and Restated Secured Revolving Facility Agreement dated as of April 5, 2016, as amended by the First Amendment thereto, dated as of September 9, 2016 (as so amended, the "Existing Facility Agreement" and, as hereby amended and as may be further amended, restated, supplemented or otherwise modified from time to time and, the "Facility Agreement"), by and between the Borrower and the Lender.
OPTION AGREEMENT BETWEEN DRYSHIPS INC. AND CERTAIN CLIENTS OF TMS CARDIFF GAS LTD.Option Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • England
DRYSHIPS INC., a corporation incorporated and existing under the laws of the Republic of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 or a company nominated bt Dryships Inc.(hereinafter referred to as "Dryships"); and
SIDE LETTER TO THE SHARE PURCHASE AGREEMENT DATED OCTOBER 26, 2016Share Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Side Letter is made and entered into this October 26th, 2016 by and between SEVERO SHAREHOLDERS LIMITED a corporation organized under the laws of the Republic of the Marshall Islands (the "Buyer"), TMS Bulkers Ltd. a corporation organized under the laws of Marshall Islands (the "Buyers' Guarantor"), BOONE STAR SHAREHOLDERS INC. a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller") and Dryships Inc, a corporation organized under the laws of Marshall Islands (the "Sellers' Guarantor", all the above parties collectively referred to as the "Parties"),
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Share Purchase Agreement ("Agreement"), dated as of 16 day of September 2016, is made by and between Evita Shareholders Limited of Marshall Islands (the "Buyer"), whose performance is hereby guaranteed by TMS Bulkers Ltd. (the "Buyers' Guarantor") and Iason Shareholdings Limited , a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller"), whose performance is hereby guaranteed by Dryships Inc. of Marshall Islands (the "Seller's Guarantor")
DATED 30 November 2016Sale and Transfer Deed • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
(each of the Borrower, the Purchaser, the Assigning Lender, the Swap Bank, the Lead Bookrunner, the Agent and the Security Trustee are collectively referred to herein as the "Parties").
FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED FACILITY AGREEMENTFacility Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY AGREEMENT (this "Amendment") is dated as of September 9, 2016 by and between DRYSHIPS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Borrower"), and SIFNOS SHAREHOLDERS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Lender"). Capitalized terms herein have the meanings specified in the Amended and Restated Secured Revolving Facility Agreement dated as of April 5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Existing Facility Agreement" and as hereby amended, the "Facility Agreement"), by and between the Borrower and the Lender.
