Exhibit 4.39
DEED OF PARTICIPATION
THIS DEED OF PARTICIPATION (this "Deed") is issued as of the 23rd day of May, 2017, by Dryships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands ("Dryships") pursuant to which certain participation rights are granted to Mountain Investments Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands ("Mountain").
1. Definitions. In this Deed, the words and expressions specified below shall have the meanings attributed to them below:
"Permitted Holder" means Mr. George Economou, Mr. Anthony Kandylidis, or any spouse or member of their respective immediate families, any of his or their Affiliates, or any Person that is controlled, directly or indirectly, by any such Permitted Holder
2. Participation Rights. Dryships agrees that upon receipt of the net cash proceeds with respect to any sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by it to any Person of any of its assets in a single transaction or series of related transactions, it shall pay to Mountain an amount equal to 30.00% of the difference (if positive) between such net cash proceeds and the applicable value of the relevant assets (as annexed to this Deed) or at the cost such asset was delivered to Dryships by it after the date of this agreement, depreciated by 2.50% quarterly from and after the three month anniversary after the date of this agreement, or the date of acquisition, as applicable. For the avoidance of doubt the participation rights described in this Section do not apply in case of sale of MT SAMSARA ex Hull 1393.
3. Term. The participation rights described in Section 2 above shall terminate on 31 December 2021, and will be automatically extended in case there is an outstanding loan with any lender which is being ultimately owned by a Permitted Holder.
4. Governing Law. This Deed shall be governed by, and construed in accordance with, the laws of England.
This Deed has been executed as a Deed, and it has been delivered on the date stated at the beginning of this Deed
EXECUTED as a Deed By Dimitrios Dreliozis for and on behalf of DRYSHIPS INC. in the presence of /s/ Evgenia Th. Voulika Witness | ) ) ) ) ) | /s/ Dimitrios Dreliozis Authorised Signatory | |
Name: | Evgenia Th. Voulika | ||
Address: | 52 Ag. Konstantinou Street – 151 24 Marousi Athens, Greece Tel.: + 30 210 6140580 | ||
Occupation: | Attorney-at-Law |
APPENDIX A
Applicable asset values
No | Name of Vessel | Description | DWT | Flag | Year built | Applicable Value |
1 | Raraka | Panamax Bulk Carrier | 76,037 | Malta | 2012 | $9.994m |
2 | Rapallo | Panamax Bulk Carrier | 75,123 | Malta | 2009 | $8.288m |
3 | Majorcaa | Panamax Bulk Carrier | 74,477 | Malta | 2005 | $4.997m |
4 | Catalina | Panamax Bulk Carrier | 74,432 | Malta | 2005 | $4.997m |
5 | Ligari | Panamax Bulk Carrier | 75,583 | Malta | 2004 | $5.728m |
6 | Bargara | Panamax Buik Carrier | 74,832 | Malta | 2002 | $4.144m |
7 | Mendocino | Panamax Bulk Carrier | 76,623 | Malta | 2002 | $4.851m |
8 | Maganari | Panamax Bulk Carrier | 75,941 | Malta | 2001 | $4.509m |
9 | Capitola | Panamax Bulk Carrier | 74,816 | Malta | 2001 | $3.803m |
10 | Ecola | Panamax Bulk Carrier | 73,931 | Malta | 2001 | $3.803m |
11 | Levanto | Panama Bulk Carrier | 73,925 | Malta | 2001 | $3.803m |
12 | Redondo | Panamax Rusk Carrier | 74,716 | Malta | 2000 | $3.413m |
13 | Marbella | Panamax Bulk Carrier | 72,561 | Malta | 2000 | $4.266m |
14 | Vega Emtoll | OSRV | 1,400 | NIS | 2013 | $4.875m |
15 | Indigo | OSRV | 1,400 | Malta | 2013 | $4.875m |
16 | Jubilee | OSRV | 1,400 | Malta | 2012 | $4.875m |
17 | Vega Jaanca | OSRV | 1,400 | NIS | 2012 | $4.875m |
18 | Crescendo | PSV | 1,400 | Malta | 2012 | $3.534m |
19 | Colorado | PSV | 1,400 | Malta | 2012 | $3.534m |
20 | Marini | Newcastlemax | 205,000 | Malta | 2014 | $31.67m |
21 | Valadon | Kamsamax | 81,128 | MI | 2014 | $22.95m |
22 | Nasaka | Kamsamax | 82,134 | Malta | 2014 | $22.44m |
23 | Balla | Crude/DPP/DH | 113,600 | Malta | 2017 | $44.95m |
24 | Stamos | Crude/DPP/DH | 115,666 | Malta | 2012 | $29.29m |
TOTAL | 1,578,925 | $244.46m |