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



	
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/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