RTICLES OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DRYSHIPS INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
I, Anthony Kandylidis, as the President and Chief Financial Officer of DryShips Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify that:
1.§
The name of the Corporation is: DRYSHIPS INC.
2.§
The Articles of Incorporation were filed with the Registrar of Corporations as of the 9 th day of September 2004.
3.§
Articles of Amendment were filed with the Registrar of Corporations on the 18 th day of October 2004.
4.§
Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 31 st day of January 2005.
5.§
Articles of Amendment were filed with the Registrar of Corporations on the 14 th day of September 2006.
6.§
Articles of Amendment were filed with the Registrar of Corporations on the 17 th day of January 2008.
7.§
The Statement of Designations of rights, preferences and privileges of the Corporation's Series A Participating Preferred Stock was filed with the Registrar of Corporations on the 18 th day of January 2008.
8.§
The Statement of Designations of rights, preferences and privileges of the Corporation's Series A Convertible Preferred Stock was filed with the Registrar of Corporations on the 15 th day of July 2009.
9.§
The Statement of Designations of rights, preferences and privileges of the Corporation's Series B Preferred Stock was filed with the Registrar of Corporations on the 28 th day of December 2015.
10.§
Articles of Amendment were filed with the Registrar of Corporations on the 10 th day of March 2016.
11.§
The Statement of Designations, preferences and rights of the Corporation's Series C Convertible Preferred Stock was filed with the Registrar of Corporations on the 8 th day of June 2016.
12.§
Articles of Amendment were filed with the Registrar of Corporations on the 12 th day of August 2016.
13.§
The Statement of Designations of rights, preferences and privileges of the Corporation's Series D Preferred Stock was filed with the Registrar of Corporations on the 9 th day of September 2016.
14.§
Articles of Amendment were filed with the Registrar of Corporations on the 31 st day of October 2016.
15.§
The Statement of Designations, preferences and rights of the Corporation's Series E-1 Convertible Preferred Stock was filed with the Registrar of Corporations on the 16 th day of November 2016.
16.§
The Statement of Designations, preferences and rights of the Corporation's Series E-2 Convertible Preferred Stock was filed with the Registrar of Corporations on the 16 th day of November 2016.
17.§
Articles of Amendment were filed with the Registrar of Corporations on the 20 th day of January 2017.
18.§
Articles of Amendment were filed with the Registrar of Corporations on the 10 th day of April 2017.
19.§
Articles of Amendment were filed with the Registrar of Corporations on the 10 th day of May 2017.
20.§
Articles of Amendment were filed with the Registrar of Corporations on the 21 st day of June, 2017.
21.§
Section D of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph:
"(j) Reverse Stock Split . Effective with the commencement of business on July 21, 2017, the Corporation shall effect a one-for-seven reverse stock split as to its issued shares of common stock, par value $0.01 per share. No fractional shares shall be issued and, in lieu thereof, holders of the Corporation's common stock, par value $0.01 per share, shall receive a cash payment. As a result of the reverse stock split, the number of issued shares of the Corporation's common stock, par value $0.01 per share, shall decrease from 36,296,095 to approximately 5,185,156 which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the number of registered shares of common stock, par value $0.01 per share, the Corporation is authorized to issue or the par value of the common stock. The stated capital of the Corporation shall be reduced from $362,960.95 to $51,851.56, which may be further adjusted for the cancellation of fractional shares, and the amount of $311,109.39, which may be further adjusted for the cancellation of fractional shares, is allocated to surplus."
22.§
All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.
23.§
This amendment to the Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of the voting power of the total number of shares of the Corporation issued and outstanding and entitled to vote thereon at the annual meeting of shareholders of the Corporation held on May 2, 2017, and by the Corporation's Board of Directors on July 18, 2017.
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