ORCHID ISLAND CAPITAL, INC.
ARTICLES OF AMENDMENT
ORCHID ISLAND CAPITAL, INC., a Maryland corporation (the “Corporation”), hereby certifies
to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The Corporation desires to, and does hereby, amend its charter as currently in effect (the
“Charter”), pursuant to Section 2-309(e) of the Maryland General Corporation Law (the “MGCL”), to
effect a reverse stock split of the issued and outstanding shares of the common stock, par value $0.01 per
share (“Common Stock”), of the Corporation such that:
(i) every five (5) shares of Common Stock of the Corporation, par value $0.01 per share, that
are issued and outstanding immediately prior to the Effective Time (as defined herein) shall, at the
Effective Time, be combined and changed into one (1) issued and outstanding share of Common Stock of
the Corporation, par value $0.05 per share;
(ii) no fractional shares of Common Stock of the Corporation resulting from such combination
and change will be or remain issued and outstanding following the Effective Time, and each stockholder
otherwise entitled to a fractional share will be entitled to receive, in lieu thereof, cash in an amount equal
to the product obtained by multiplying (x) the fraction of a share by (y) the product obtained by multiplying
the last reported price per share at which shares of Common Stock of the Corporation sold on the New
York Stock Exchange at the close of market on the date on which the Effective Time occurs (prior to
giving effect to such combination and change) by five (5); and
(iii) shares of Common Stock of the Corporation representing the difference between the
number of shares of Common Stock of the Corporation issued and outstanding immediately prior to the
Effective Time and the number of shares of Common Stock of the Corporation issued and outstanding
immediately following the Effective Time, shall be and become authorized and unissued shares of
Common Stock of the Corporation having, at the Effective Time, a par value of $0.05 per share.
SECOND: The Corporation desires to, and does hereby, further amend its Charter pursuant to
Section 2-605(a)(2) of the MGCL to change the par value of each authorized share of Common Stock of
the Corporation from $0.05 per share to $0.01 per share, effective immediately after the Effective Time.
THIRD: The Corporation desires to, and does hereby, further amend its Charter pursuant to
Section 2-105(a)(13) of the MGCL to replace Section 6.1 of the Charter with the following, effective
immediately after the Effective Time:
“Section 6.1 Authorized Shares. The Corporation has authority to issue 120,000,000 shares of
stock, consisting of 100,000,000 shares of common stock, $0.01 par value per share (“Common Stock”),
and 20,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The aggregate
par value of all authorized shares of stock having par value is $1,200,000. If shares of one class of stock
are classified or reclassified into shares of another class of stock pursuant to Section 6.2, 6.3 or 6.4 of this
Article VI, the number of authorized shares of the former class shall be automatically decreased and the
number of shares of the latter class shall be automatically increased, in each case by the number of shares
so classified or reclassified, so that the aggregate number of shares of stock of all classes that the
Corporation has authority to issue shall not be more than the total number of shares of stock set forth in
the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire
Board of Directors and without any action by the stockholders of the Corporation, may amend the Charter
from time to time to increase or decrease the aggregate number of shares of stock or the number of shares
of stock of any class or series that the Corporation has authority to issue.”
FOURTH: The foregoing amendments to the Charter as set forth in these Articles of Amendment
are for the purpose of effecting a reverse stock split that results in a combination of issued and outstanding
shares of Common Stock of the Corporation, a change in the par value of the authorized shares of Common
Stock of the Corporation and a decrease in the authorized stock of the Corporation, and such amendments
are limited to changes expressly authorized by Sections 2-309(e), 2-605(a)(2) and 2-105(a)(13) of the
MGCL, respectively, to be made without action by the stockholders of the Corporation and were approved
by a majority of the entire board of directors of the Corporation without action by the stockholders of the
Corporation.
FIFTH: These Articles of Amendment shall be effective at 5:00 p.m. Eastern Time on August 30,
2022 (the “Effective Time”).
SIXTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts
required to be verified under oath, the undersigned President and Chief Executive Officer of the
Corporation acknowledges that to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be
signed in its name and on its behalf by the President and Chief Executive Officer of the
Corporation and attested to by the Secretary of the Corporation on this 29th day of August, 2022.
ATTEST
:
/s/ George H. Haas, IV_______________
Name: George H. Haas, IV
Title: Secretary
ORCHID ISLAND CAPITAL, INC.
/s/ Robert E. Cauley____________________
Name: Robert E. Cauley
Title: President and Chief Executive Officer