d927958_ex10-1.htm


    
      
        
          EXHIBIT
10.1

           

          
            

          

        

        SHARE
PURCHASE AGREEMENT

      

      
        


        This
Share Purchase Agreement ("Agreement"), dated as of October 3, 2008, is made by
and among PRIMELEAD SHAREHOLDERS INC., a corporation organized under the laws of
the Republic of the Marshall Islands (the "Buyer"), and ENTREPRENEURIAL SPIRIT
HOLDINGS INC., a corporation organized under the laws of Liberia, ADVICE
INVESTMENTS S.A., a corporation organized under the laws of Liberia, MAGIC
MANAGEMENT INC., a corporation organized under the laws of Liberia and DEEP SEA
INVESTMENTS INC., a corporation organized under the laws of the Republic of the
Marshall Islands (collectively, the "Sellers").

      

      
        


        RECITALS

      

      
        


        WHEREAS,
the Sellers together own all of the issued and outstanding common shares of
DRILLSHIPS HOLDINGS INC., a corporation organized under the laws of the Republic
of the Marshall Islands ("DrillShips Holdings"), which, in turn, is the direct
owner of all of the issued and outstanding common shares of Hydra Shareholders
Inc., a corporation organized under the laws of the Republic of the Marshall
Islands ("Hydra Shareholders") and Paros Shareholders Inc., a corporation
organized under the laws of the Republic of the Marshall Islands ("Paros
Shareholders"), which, in turn, is the direct owner of all of the issued and
outstanding common shares of Drillship Hydra Owners Inc., a corporation
organized under the laws of the Republic of the Marshall Islands ("Hydra
Owners") and Drillship Paros Owners Inc., a corporation organized under the laws
of the Republic of the Marshall Islands ("Paros Owners");

      

      
        


        WHEREAS,
DrillShips Holdings, through Hydra Owners and Paros Owners, has contracted two
newbuilding ultra-deep water drillships identified as DrillShips 1837 and 1838
with Samsung heavy Industries Co., Ltd.;

      

      
        


        WHEREAS,
the Buyer is a wholly owned subsidiary of DryShips Inc. ("DRYS"), a corporation
organized under the laws of the Republic of the Marshall Islands and the shares
of which are listed on the Nasdaq Global Market;

      

      
        


        WHEREAS,
the Buyer, through a wholly-owned subsidiary, owns all of the issued and
outstanding common shares of OCEAN RIG ASA ("Ocean Rig"), a corporation
organized under the laws of Norway which, in turn, owns, through two
subsidiaries, two existing ultra-deep water drilling rigs, the Leiv Eiriksson
and the Eirik Raude;

      

      
        


        WHEREAS,
prior to the Closing Date (as defined in Section 2.2 below), the Buyer shall
have purchased all of the issued and outstanding shares of the respective owning
companies (collectively, the "DRYS Owners") of two additional newbuilding
ultra-deep water drillships, identified as Hull 1865 and Hull 1866 being
constructed by Samsung Heavy Industries Co., Ltd.;

      

      
        


        WHEREAS,
the Sellers wish to sell and the Buyer wishes to buy all of the issued
and
outstanding common shares of DrillShips Holdings (the "Shares") on the terms and
conditions contained herein;

      


      
        
           


        

        
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        NOW,
THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants and agreements stated herein, the parties agree as
follows:

      

      
        


        ARTICLE
I 

         

        DEFINITIONS

      

      
        


        Capitalized
terms used in this Agreement have the meanings specified in (a) the preamble,
(b) the recitals, (c) this Article I or (d) elsewhere in this Agreement, as the
case may be:

      

      
        


        Claim means any
claim, demand, assessment, judgment, order, decree, action, cause of action,
litigation, suit, investigation or other Proceeding.

      

      
        


        Companies means
DrillShips Holdings, Hydra Shareholders, Paros Shareholders, Hydra Owners and
Paros Owners.

      

      
        


        Constitutional
Documents means all constituent documents of the Sellers and each of the
Companies, including their respective Articles of Incorporation and
By-Laws.

      

      
        


        Contract means any
loan or credit agreement, note, bond, mortgage, indenture, lease, sublease,
purchase order or other agreement, commitment, instrument, permit, concession,
franchise or license, written or oral.

      

      
        


        Corporate Records
means (a) the Constitutional Documents of the Companies; and (b) all minutes of
meetings and resolutions of stockholders and directors of the
Companies.

      

      
        


        Governmental Body
means any (a) nation, state, country, city, town, village, district, or other
jurisdiction of any nature, (b) federal, state, local, municipal, foreign, or
other government, (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal), (d) multinational governmental organization or
body, or (e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature.

      

      
        


        Laws means all
statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal
bylaws, judicial or arbitral or administrative or ministerial or departmental or
regulatory judgments, orders, decisions, rulings or awards, policies,
certificates, codes, licenses, permits, approvals, guidelines, voluntary
restraints, inspection reports, or any provisions of such laws, including
general principles of common law and equity and the requirements of all
Governmental Bodies, binding or affecting the Person referred to in the context
in which such word is used; and "Law" means any one of them.

      

      
        


        Lender Consent means,
with respect to the sale of the Shares, the written consent of DVB BANK AG, as
the representative of the syndicate of lenders to the Sellers, the receipt of
which shall be a condition precedent to the transactions contemplated
herein.

      


      
        
           


        

        
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        Lien means (whether
the same is consensual or nonconsensual or arises by contract, operation of law,
legal process or otherwise): (i) any mortgage, lien, security interest, pledge,
attachment, levy or other charge or encumbrance of any kind thereupon or in
respect thereof; or (ii) any other arrangement under which the same is
transferred, sequestered or otherwise identified with the intention of
subjecting the same to, or making the same available for, the payment or
performance of any liability in priority to the payment of the ordinary,
unsecured creditors, and which under applicable law has the foregoing effect,
including any adverse Claim.

      

      
        


        Newbuilding Contracts
means the (i) Contract for the Construction and Sale of Hull 1837 by and between
Hydra Owners and Samsung Heavy Industries Co., Ltd. and (ii) the Contract for
the Construction and Sale of Hull 1838 by and between Paros Owners and Samsung
Heavy Industries Co., Ltd., each dated September 17, 2007.

      

      
        


        Orders means
judgments, writs, decrees, compliance agreements, injunctions, rules, awards,
settlement agreements or orders of any Governmental Body or
arbitrator.

      

      
        


        Person means any
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, government or agency
or subdivision thereof or any other entity.

      

      
        


        Proceeding means an
action, suit, litigation, claim, investigation, legal, administrative or
arbitration proceeding.

      

      
        


        ARTICLE
II

      

      
        


        PURCHASE
OF SHARES; CLOSING

      

      
        


        Section
2.1 Purchase of Shares.
Upon the terms and subject to the conditions of this Agreement, and on
the basis of the representations and warranties hereinafter set forth, the
Sellers, jointly and severally, agree to sell, transfer, convey, assign and
deliver to the Buyer, and the Buyer agrees to acquire and buy from the Sellers,
the Shares, free and clear of all liens, except as disclosed pursuant to Section
3.7 below.

      

      
        


        Section
2.2 Closing. The
closing of the transactions contemplated hereby (the "Closing") shall take place
on a date to be mutually agreed among the parties which shall be promptly
following the receipt of the Lender Consent, in the premises of Deverakis Law
Office, Omega Building, 80 Kifisias Avenue, Marousi, Athens, Greece, or at such
other place upon which the Buyer and the Sellers shall agree. The date on which
the Closing is to be held is referred to in this Agreement as the "Closing
Date."

      

      
        


        Section
2.3 Purchase Price. The
aggregate purchase price for the Shares that shall be paid to the Sellers on the
Closing Date shall be such number of shares of common stock of the Buyer as
represents the fair market value of Drillships 1837 and 1838, after taking into
account the debt of the Companies being assumed by the Buyer, and subject to
adjustment as provided in Section 2.4 and Section 2.5 below, in an amount equal
to twenty-five percent (25%) of all the issued and outstanding shares of the
Buyer on the Closing Date, such number of shares being referred to herein as the
Purchase Price.

      


      
        
           


        

        
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        Section
2.4 Capital Structure Purchase
Price Adjustment. The number of shares of the Buyer being issued to the
Sellers as the Purchase Price is predicated on the capital structure of the
Buyer, on a pro forma basis, including the relative equity contributions of
Ocean Rig, on the one hand, the DRYS Owners, and of the Companies, on the other,
to the capitalization of the Buyer on a consolidated pro forma basis, all as set
forth in Schedule
2.4 hereto
(the "Pro Forma Balance Sheet") with such updates and adjustments as shall be
necessary to reflect subsequent events up to and through the Closing Date.
Should the relative equity contributions of Ocean Rig, the DRYS Owners and the
Sellers to the total shareholder's equity of the Buyer change between the
signing of this Agreement and the Closing, then the percentage of the shares of
the Buyer that shall be issued to Sellers as the Purchase Price shall be
adjusted, upward or downward, as the case may be, to reflect such
change.

      

      
        


        Section
2.5 Unknown Liabilities
Readjustment. If, commencing on the date hereof and terminating twelve
(12) months from the Closing Date, the Buyer and/or any of its subsidiaries
shall be subject to any liability that is not reflected in the Pro Forma Balance
Sheet set forth on Schedule 2.4 or not
reserved for in the financial statements of Ocean Rig for any reason other than
due to the Buyer's purchase of the Shares or otherwise through no fault of the
Sellers, the percentage of shares to be allocated to the Sellers shall be
adjusted accordingly, by way of issuing additional common shares of the Buyer;
provided that in the event (i) the additional common shares are issued
subsequent to the Closing Date, and (ii) during the period since the Closing
Date, the Buyer has paid any dividends on its common shares, the Sellers shall
also be entitled to receive an amount in cash equal to such dividends promptly
following any such adjustment of the Purchase Price as provided for
herein.

      

      
        


        Such
adjustment shall be made by reducing the equity allocated to DRYS on account of
the equity contribution of OCEAN RIG.

      

      
        


        For
example:

      

      
        


        The
initial equity allocation of the Buyer is as follows:

      

      
        


        X =
equity attributed to DRYS on account of Ocean Rig + the DRYS
Owners

      

      
        


        Y =
equity attributed to the Sellers on account of DrillShips Holdings and its
subsidiaries which indirectly or directly owns DrillShips 1837 and
1838

      

      
        


        A = The
amount of the additional Ocean Rig tax liability

      

      
        


        If Ocean
Rig becomes liable during the applicable period for additional taxes in an
amount equal to A, then the revised equity allocation shall be as
follows:

      

      
        


        X' = X -
A (The reduced equity to be attributed to the Buyer (Ocean Rig + the DRYS
Owners) on account of the Ocean Rig tax liability)

      

      
        


        Y' = Y +
A (The increased equity to be attributed to Seller)

      

      
        


        The
revised percentage Seller will receive of shares of the Buyers shall
be:

      


      
        
           


        

        
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        Sellers
Percentage = Y + A / X + Y

      

      
        


        


      

      ARTICLE
III

      


      REPRESENTATIONS
AND WARRANTIES OF THE SELLERS

      
        


        The
Sellers, jointly and not severally, hereby represent and warrant to the Buyer on
the date hereof and as of the Closing Date as follows:

      

      
        


        Section
3.1 Organization of the
Sellers.  (a) Each of the Sellers is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now
conducted.

      

      
        


        Section
3.2 Organization of the
Companies.  (a) Each of the Companies is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as now conducted. 
(b) The Sellers have heretofore delivered to the Buyer complete and correct
copies of the Constitutional Documents of the Companies as currently in effect
and the other Corporate Records. The Corporate Records are accurate in all
material respects and all corporate proceedings and actions reflected therein
have been conducted or taken in compliance with all applicable Laws and in
compliance with the Constitutional Documents. None of the Companies is in
default under or in violation of its Constitutional
Documents.

      

      
        


        Section
3.3 Authority of the
Sellers.  (a) Each of the Sellers has full legal capacity, right,
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby; (b) the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate action taken on the part
of the Sellers and no other corporate proceedings on the part of the Sellers is
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby; and (c) that this Agreement has been duly and validly
executed and delivered by the Sellers and constitutes a valid and binding
obligation of each of the Sellers, enforceable against it in accordance with its
terms.

      

      
        


        Section
3.4 Consents and Approvals; No
Violation, With Respect to the Sellers. Neither the execution and
delivery of this Agreement by the Sellers nor the consummation of the
transactions contemplated by this Agreement will (a) conflict with or result in
any breach of any provision of Constitutional Documents of the Sellers; (b)
require any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Body other than those that have been made or
obtained; (c) except for the requirement to obtain the Lender Consent, result in
a default (or give rise to any right of amendment, termination, cancellation,
consent, acceleration or loss of a material benefit) under the terms, conditions
or provisions of any Contract, instrument or other obligation to which the
Sellers or any of their assets may be bound, except in such cases where the
requisite waivers or consents have been obtained; (d) result in the creation of
any Lien upon any of the properties or assets of the Sellers under the terms,
conditions or provisions of any Contract, instrument or other obligation to
which the

      


      
        
           


        

        
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        Sellers
or any of their assets may be bound or affected; or (e) violate any Law or Order
applicable to the Sellers or their assets.

      

      
        


        Section
3.5 Consents and Approvals; No
Violation, With Respect to the Companies. Neither the
execution and delivery of this Agreement by the Sellers nor the consummation of
the transactions contemplated by this Agreement will (a) conflict with or result
in any breach of any provision of the Constitutional Documents of the Companies;
(b) require any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Body other than those that have been made or
obtained; (c) except for the requirement to obtain the Lender Consent, result in
a default (or give rise to any right of amendment, termination, cancellation,
consent, acceleration or loss of a material benefit) under the terms, conditions
or provisions of any Contract, instrument or other obligation to which the
Companies or any of their assets may be bound, except in such cases where the
requisite waivers or consents have been obtained; (d) result in the creation of
any Lien upon any of the properties or assets of the Companies under the terms,
conditions or provisions of any Contract, instrument or other obligation to
which the Companies or any of their assets may be bound or affected; or (e)
violate any Law or Order applicable to the Companies or their
assets.

      

      
        


        Section
3.6 Capitalization. (a)
Schedule 3.6
sets forth the amount of authorized capital stock and the amount of the issued
and outstanding shares of capital stock of the Companies. The Shares constitute
all of the issued and outstanding common shares of DrillShips Holdings; all such
common shares are duly authorized, validly issued, fully paid and non-assessable
and are owned legally and beneficially by the Sellers, as set forth on Schedule 3.6. Other than this
Agreement, there is no subscription, option, warrant, preemptive right, call
right or other right, agreement or commitment of any nature relating to the
voting, issuance, sale, delivery or transfer (including any right of conversion
or exchange under any outstanding security or other instruments) by the Sellers
of the Shares, and there is no obligation on the part of the Sellers to grant,
extend or enter into any of the foregoing.

      

      
        


        (b)
DrillShips Holdings is the legal and beneficial owner of all of the issued and
outstanding shares of Hydra Shareholders and Paros Shareholders; all such common
shares are duly authorized, validly issued, fully paid and non-assessable and
are owned legally and beneficially by DrillShips Holdings, as set forth on Schedule
3.6.   There is no subscription, option, warrant,
preemptive right, call right or other right, agreement or commitment of any
nature relating to the
voting,  issuance,  sale,  delivery or transfer
(including any right of conversion or exchange under any outstanding security or
other instruments) by DrillShips Holdings of the shares of its subsidiaries,
Hydra Shareholders and Paros Shareholders, and there is no obligation on the
part of DrillShips Holdings to grant, extend or enter into any of the foregoing.
DrillShips Holdings does not, directly or indirectly, own any capital stock of
or other equity interest in any Person other than as set forth on Schedule
3.6.

      

      
        


        (c) Hydra
Shareholders is the legal and beneficial owner of all the issued and outstanding
shares of Hydra Owners; all such common shares are duly authorized, validly
issued, fully paid and non-assessable and are owned legally and beneficially by
Hydra Shareholders, as set forth on Schedule
3.6.  There is no subscription, option, warrant, preemptive
right, call right or other right, agreement or commitment of any nature relating
to the voting, issuance, sale, delivery or transfer (including any right of
conversion or exchange under any outstanding

      


      
        
           


        

        
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        security
or other instruments) by Hydra Shareholders of the shares of its subsidiary,
DrillShip Hydra Owners and there is no obligation on the part of Hydra
Shareholders to grant, extend or enter into any of the foregoing. Hydra
Shareholders does not, directly or indirectly, own any capital stock of or other
equity interest in any Person other than as set forth on Schedule
3.6.

      

      
        


        (d) Paros
Shareholders is the legal and beneficial owner of all the issued and outstanding
shares of Paros Owners; all such common shares are duly authorized, validly
issued, fully paid and non-assessable and are owned legally and beneficially by
Paros Shareholders, as set forth on Schedule 3.6. There
is no subscription, option, warrant, preemptive right, call right or other
right, agreement or commitment of any nature relating to the voting, issuance,
sale, delivery or transfer (including any right of conversion or exchange under
any outstanding security or other instruments) by Paros Shareholders of the
shares of its subsidiary, DrillShip Paros Owners Inc., and there is no
obligation on the part of Paros Shareholders to grant, extend or enter into any
of the foregoing. Paros Shareholders does not, directly or indirectly, own any
capital stock of or other equity interest in any Person other than as set forth
on Schedule
3.6.

      

      
        


        Section
3.7 Ownership of Purchased
Shares. The Sellers own and hold the Shares free and clear of all
Liens or other limitations affecting the Sellers' ability to vote such shares or
to transfer such shares to the Buyer, except as disclosed on Schedule 3.7 hereto.
At the Closing, the Sellers will transfer, assign and transmit good and
marketable title to and deliver the Shares to Buyer, free and clear of all
Liens, except as disclosed in Schedule
3.7.

      

      
        


        Section
3.8 Ownership of the Shares of
the Companies. (a) DrillShips Holdings owns and holds the shares of
Hydra Shareholders and Paros Shareholders free and clear of all Liens or other
limitations affecting DrillShips Holdings' ability to vote such shares or to
transfer such shares, except as disclosed on Schedule 3.7
hereto.

      

      
        


        (b) Hydra
Shareholders owns and holds the shares of Hydra Owners free and clear of all
Liens or other limitations affecting Hydra Shareholder's ability to vote such
shares or to transfer such shares, except as disclosed on Schedule 3.7
hereto.

      

      
        


        (c) Paros
Shareholders owns and holds the shares of Paros Owners free and clear of all
Liens or other limitations affecting Paros Shareholder's ability to vote such
shares or to transfer such shares, except as disclosed on Schedule 3.7
hereto.

      

      
        


        Section
3.9 Pro Forma Balance Sheet.
Set forth in Schedule 2.4 is a
true and correct copy of the pro forma consolidated balance sheet of the Buyer
which gives effect to the transactions contemplated hereby and is adjusted for
the equity contributions attributable to Ocean Rig and the DRYS Owners and such
Pro Forma Balance Sheet is accurate and complete.

      

      
        


        Section
3.10 Liabilities.
Except as set forth on Schedule
3.10, none of the Companies has any Liabilities,
including any tax liability, which are not fully reflected or noted in the Pro
Forma Balance Sheet, as updated and adjusted for subsequent events up to and
through the Closing Date, except those which have been incurred in the ordinary
course of business since the date thereof.

      

      
        


        Section
3.11 Contracts. 
(a) All Contracts to which the Companies, or any of them, is a party or
bound by, is set forth on Schedule 3.11 and
there is not, under any Contract,

      


      
        
           


        

        
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        any
default or event which, with notice or lapse of time, or both, would constitute
a material default on the part of any of the parties thereto, except such events
of default and other events as to which requisite waivers or consents have been
obtained, and all such Contracts are in full force and effect, constitute the
legal and binding obligations of the respective parties thereto, and have not
been modified or amended, except as set forth on Schedule 3.11, and
true and correct copies of such Contracts or are appended thereto. All Contracts
to which the Companies, or any of them, will become a party, or will be bound
by, are also set forth on Schedule 3.11 and
drafts of such Contracts are appended thereto.

      

      
        


        (b) All
amounts due under the Newbuilding Contracts and any related supervision or other
ancillary agreements have been paid.

      

      
        


        (c) To
the best knowledge of the Sellers, no counterparty to any Contract to which the
Companies, or any of them, is a party is in default under any such
Contract.

      

      
        


        Section
3.12 No Other Business.
None of the Companies has conducted any business other than (i) the
ownerships of its subsidiaries as set forth on Schedule 3.6; (ii)
the purchase by Drill Ships Holdings, through Hydra Owners, of Hull 1837; and
(iii) the purchase by DrillShips Holdings, through Paros Owners, of Hull
1838.

      

      
        


        Section
3.13 Proceedings With Respect
to the Sellers. There is no Claim or Proceeding which is pending, or to
the knowledge of the Sellers, there is no Claim or Proceeding threatened in
writing, against or relating to the Sellers, or any of them, before any
Governmental Body and none of the Sellers is subject to or bound by any
outstanding Order.

      

      
        


        Section
3.14 Proceedings With Respect
to the Companies. There is no Claim or Proceeding which is pending, or to
the knowledge of the Sellers, there is no Claim or Proceeding threatened in
writing, against or relating to the Companies, or any of them, before any
Governmental Body and none of the Companies is subject to or bound by any
outstanding Order.

      

      
        


        Section
3.15 No Unlawful Payments.
None of the Companies, nor any director, shareholder, officer, agent,
employee or other person associated with or acting on behalf of the Companies,
has: (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; or (iii) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any supplier, customer, licensor, contractor, politician, government employee or
other Person.

      

      
        


        Section
3.16 Bank Accounts.
Schedule
3.16 sets forth a complete and accurate list of all bank accounts,
savings deposits, money-market accounts, certificates of deposit, safety deposit
boxes, and similar investment accounts with banks or other financial
institutions maintained by or on behalf of the Companies showing the depository
bank or institution address, appropriate bank contact personnel, account number
and names of signatories.

      

      
        


        Section
3.17 Full Disclosure.
No representation or warranty by the Sellers in this Agreement and no
statement contained in any document or other writing furnished or to be
furnished to the Buyer pursuant to the provisions hereof, when considered with
all other such

      


      
        
           


        

        
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        documents
or writings, contain or will contain any untrue statement of material fact or
omits or will omit to state any material fact necessary in order to make the
statements made herein or therein not misleading.

      

      
        


        ARTICLE
IV

      

      
        


        REPRESENTATIONS
AND WARRANTIES OF BUYER

      

      
        


        Buyer
represents and warrants to the Sellers as of the date hereof and as of the
Closing Date as follows:

      

      
        


        Section
4.1 Organization. Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of the Republic the Marshall Islands and has all requisite corporate power
and authority to own, lease and operate its properties and to carry on its
business as now conducted.

      

      
        


        Section
4.2 Authority. Buyer
represents and warrants (a) that it has the full legal capacity, right, power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby; (b) the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate action taken on the part
of the Buyer and no other corporate proceedings on the part of the Buyer is
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby; and (c) this Agreement has been duly and validly executed
and delivered by the Buyer and constitutes a valid and binding obligation of the
Buyer, enforceable against the Buyer in accordance with its
terms.

      

      
        


        Section
4.3 Consents and Approvals; No
Violation. Neither the execution and delivery of this Agreement by Buyer,
nor the consummation of the transactions contemplated by this Agreement, nor the
performance by Buyer of its obligations under this Agreement will (a) conflict
with or result in any breach of any provision of the corporate organizational
documents of the Buyer; (b) require any consent, approval, authorization or
permit of, or filing with or notification to, any Governmental Body other than
those which have been made or obtained; or (c) result in a default (or give rise
to any right of termination, cancellation, consent or acceleration) under any of
the terms, conditions or provisions of any Contract to which Buyer is a party or
by which its assets may be bound, except for such defaults (or rights of
termination, cancellation or acceleration) as to which requisite waivers or
consents have been obtained; or (d) violate any Order or Law applicable to Buyer
or any of its assets.

      

      
        


        Section
4.4 Validity. There is
no investigation, claim, proceeding or litigation of any type pending or,
threatened to which Buyer is a party that (i) relates, or may relate, to the
validity or enforceability of any of the Buyer's obligations under this
Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent
or delay the consummation by the Buyer of the transactions contemplated by this
Agreement or (B) damages in connection with any such
consummation.

      


      
        
           


        

        
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        Section
4.5  Accuracy of
Information. All of the information provided by the Buyer for inclusion
in Schedule 2.4
related to the capitalization of the Buyer is accurate and
complete.

      

      
        


        Section
4.6   Primelead
Shares. The shares of Buyer common stock that shall be issued to the
Sellers as the Purchase Price shall be issued free and clear of all
Liens.

         

      

      
        ARTICLE
V

         

        COVENANTS

      

      
        


        Section
5.1 Lender Consent. The
Sellers shall use their best efforts to obtain the Lender Consent in respect of
the transactions contemplated herein on or before December 31, 2009, or such
later date the parties hereto shall agree in writing.

      

      
        


        Section
5.2 Conduct of Business
Pending Closing. Buyer and Sellers agree that between the date of the
execution of this Agreement and the Closing Date, (i) the Sellers shall conduct
the business and maintain and preserve the assets of Sellers in the ordinary
course of business, and without limiting the foregoing, the Sellers covenant to
cause the Companies to make timely payments of all amounts due under the
Contracts to which the Companies, or any of them, is a party except that the
Sellers may receive distributions of excess cash from the Companies; (ii) the
Buyer and the Sellers shall use their reasonable efforts to cause all of the
representations and warranties in Article III hereof to continue to be true and
correct; and (iii) none of the Companies shall incur any further debt (other
than amounts drawndown under the loan agreement with DVB Bank AG specified in
Schedule 3.7) without the Buyers prior written
approval.

      

      
        


        Section
5.3 Further Assurances.
Subject to the prior written consent of DVB Bank AG, the Sellers shall
execute, acknowledge and deliver or cause to be executed, acknowledged and
delivered to the Buyer such assignments or other instruments of transfer,
assignment and conveyance, in form and substance reasonably satisfactory to
Buyer, as shall be necessary to vest in Buyer all of the right, title and
interest in and to the Shares undertaken to be sold to Buyer by the Sellers
pursuant to this Agreement, free and clear of all Liens, debts, dues and duties
of whatsoever nature (save as noted in Section 3.7 hereinabove), and any other
document reasonably requested by the Buyer in connection with this
Agreement.

      

      
        


        Section
5.4 Governmental Filings.
As promptly as practicable after the execution of this Agreement, each
party shall, in cooperation with the other, file any reports or notifications
that may be required to be filed by it under applicable law, if
any.

      

      
        


        Section
5.5 Further Consents.
After the Closing Date, the Sellers shall obtain any consents or
approvals or assist in any filings reasonably required in connection with the
transactions contemplated hereby that are requested by Buyer and that have not
been previously obtained or made.

      

      
        


        Section
5.6 Public Announcements.
Neither the Buyer on the one hand, nor the Sellers on the other hand,
shall, without the prior approval of the other party, issue,
or

      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        permit
any of its partners, stockholders, directors, officers, employees, members,
managers, agents to issue, any press release or other public announcement with
respect to this Agreement or the transactions contemplated hereby, except as may
be required by Law or any Governmental Body to which the relevant party is
accountable.

         

      

      
        ARTICLE
VI

         

        INDEMNIFICATION

      

      
        


        Section
6.1 Sellers' Indemnity
Obligations. The Sellers agree to indemnify the Buyer against, and hold
the Buyer harmless from and against, any amounts that arise from, are based on
or relate or otherwise are attributable to (a) any error, inaccuracy, breach or
misrepresentation in any of the representations and warranties made by or on
behalf of the Sellers in this Agreement, (b) any violation or breach by the
Sellers of or default by the Sellers under the terms of this Agreement. Buyer
shall be entitled to recover its reasonable and necessary attorneys' fees and
litigation expenses incurred in connection with successful enforcement of its
rights under this Section 6.1.

      

      
        


        Section
6.2 Buyer's Indemnity
Obligations. Buyer shall indemnify Seller against, and hold the Sellers
harmless from and against, any and all amounts that arise from, are based on or
relate or otherwise are attributable to (a) any error, inaccuracy, breach or
misrepresentation in any of the representations and warranties made by or on
behalf of the Buyer in this Agreement, (b) any violation or breach by the Buyer
of or default by Buyer under the terms of this Agreement.  The Sellers
shall be entitled to recover its reasonable and necessary attorneys' fees and
litigation expenses incurred in connection with successful enforcement of their
rights under this Section 6.2.

      

      
        


        Section
6.3 Survival of Indemnity
Obligation. The rights and duties contained in this Article VI shall
survive the Closing.

      

      
        


        ARTICLE
VII

      

      
        


        CONDITIONS
TO CLOSING

      

      
        


        Section
7.1 Conditions to Obligations
of Buyer. The obligations of the Buyer to consummate the transactions
contemplated herein are subject, at the option of the Buyer, to satisfaction of
the following conditions:

      

      
        


        (a)           Compliance.    On
or prior to the Closing Date, the Sellers shall have complied with its covenants
and agreements contained herein, and the representations and warranties
contained in Article III hereof shall be true and correct in all material
respects (except those representations and warranties qualified by materiality
shall be true and correct in all respects) on the date hereof and as of the
Closing Date.

      

      
        


        (b)           Orders, Etc. No action, suit
or proceeding shall have been commenced or shall be pending or threatened, and
no statute, rule, regulation or order shall have been enacted, promulgated,
issued or deemed applicable to the transactions contemplated by this
Agreement,

      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        by any
Governmental Body or court that reasonably may be expected to prohibit
consummation of the transactions contemplated by this
Agreement.

      

      
        


        (c)           Prior Acquisitions. The Buyer
shall have completed the lawful acquisition of the DRYS
Owners.

      

      
        


        (d)           Consents.   All
consents and approvals required in connection with the execution, delivery and
performance of this Agreement shall  have been obtained unless
otherwise agreed, including the Lender Consent.

      

      
        


        Section
7.2 Conditions to Obligations
of the Sellers. The obligations of the Sellers to consummate the
transactions contemplated herein are subject, at the option of the Sellers, to
satisfaction of the following conditions:

      

      
        


        (a)           Compliance.      Buyer   shall   have   complied   with   its   covenants   and
agreements contained herein, and the representations and warranties contained in
Article IV hereof shall be true and correct in all material respects (except
those representations and warranties qualified by materiality shall be true and
correct in all respects) on the date hereof and as of the Closing
Date.

      

      
        


        (b)           Orders, Etc. No action, suit
or proceeding shall have been commenced or shall be pending or threatened, and
no statute, rule, regulation or order shall have been enacted, promulgated,
issued or deemed applicable to the transactions contemplated by this Agreement,
by any Governmental Body or court that reasonably may be expected to prohibit
consummation of the transactions contemplated by this
Agreement.

      

      
        


        (c)           Consents.  All
consents and approvals required in connection with the execution, delivery and
performance of this Agreement shall have been obtained.

      

      
        


        ARTICLE
VIII 

         

        TERMINATION

      

      
        


        Section
8.1 Grounds for Termination.
This Agreement may be terminated at any time prior to the Closing
Date:

      

      
        


        (a)           By
the mutual written agreement of Buyer and the Sellers;

      

      
        


        (b)           By
Buyer if any of the conditions set forth in Section 7.1 hereof shall have become
incapable of fulfillment and shall not have been waived by
Buyer;

      

      
        


        (c)           By
the Sellers if any of the conditions set forth in Section 7.2 hereof shall have
become incapable of fulfillment and shall not have been waived by
Seller;

      

      
        


        (d)         
By either party by written notice thereof to the other, if the Closing
contemplated hereby shall not have been consummated on or before December 31,
2009 or such other date, if any, as Buyer and Seller shall agree upon in
writing; or

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        (e)         
By Buyer or the Sellers if the consummation of the transactions contemplated
hereby would violate any nonappealable final order, decree or judgment of any
court or Governmental Body having competent jurisdiction enjoining, restraining
or otherwise preventing, or awarding substantial damages in connection with, or
imposing a material adverse condition upon, the consummation of this Agreement
or the transactions contemplated hereby; provided, however, that a
party shall not be allowed to exercise any right of termination pursuant to this
Section 8.1 if the event giving rise to such termination right shall be due to
the negligent or willful failure of the party seeking to terminate this
Agreement to perform or observe in any material respect any of the covenants or
agreements set forth herein to be performed or observed by such
party.

      

      
        


        ARTICLE
IX

      

      
        


        GENERAL
PROVISIONS

      

      
        


        Section
9.1 Entire Agreement.
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof. This Agreement may not be modified,
amended or terminated except by a written instrument specifically referring to
this Agreement signed by all the parties hereto.

      

      
        


        Section
9.2 Waivers and Consents.
All waivers and consents given hereunder shall be in writing. No waiver
by any party hereto of any breach or anticipated breach of any provision hereof
by any other party shall be deemed a waiver of any other contemporaneous,
preceding or succeeding breach or anticipated breach, whether or not similar.
Except as provided in this Agreement, no action taken pursuant to this
Agreement, including any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representations, warranties, covenants or agreements contained in this
Agreement.

      

      
        


        Section
9.3 Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed to have been received only if and when (a) personally delivered, (b) on
the fifth day after mailing, by mail, first class, postage prepaid or by
certified mail return receipt requested, addressed in each case as follows (or
to such other address as may be specified by like notice), (c) at the time
receipt is acknowledged when delivered by private mail or courier service or (d)
received by facsimile at the phone number listed below:

      

      
        


        
          	
                	
                  (a)

                	
                  If
      to Buyer to:

                


        

      

      
        


        c/o
DryShips Inc. 

        Omega
Building 

        80
Kifisias Avenue 

        Marousi,
Athens, Greece 

        Attn:
George Economou 

        Telefax:
+30 210 8090505

      

      
        


        
          
            	
                  	
                    (b)

                  	
                    If
      to the Sellers to:

                  


          

        

      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        c/o
CARDIFF MARINE INC. 

        Omega
Building 

        80
Kifisias Avenue 

        Marousi,
Athens, Greece 

        Attn: Mr.
A. loannidis, G.M. 

        Fax: +30
210 8090205

      

      
        


        Section
9.4 Assignments, Successors
and No Third-Party Rights. No party may assign any of its rights or
delegate any of its obligations under this Agreement without the prior written
consent of the other party. Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties.

      

      
        


        Section
9.5 Choice of Law; Resolution
of Disputes. This Agreement shall be governed by and construed under the
laws of the State of New York without regard to choice of law principles. All
disputes, differences, controversies or claims arising out of or in connection
with this Agreement shall be arbitrated in New York in the following manner. One
arbitrator is to be appointed by each of the parties hereto and the two
appointed arbitrators shall appoint a third arbitrator. Their decision or that
of any two of them shall be final. The arbitrators shall be commercial persons,
conversant with shipping matters. Such arbitration is to be conducted in
accordance with the rules and on the terms current at the time when the
arbitration proceedings are commenced and in accordance with the Society of
Maritime Arbitrators, Inc.

      

      
        


        Section
9.6 Construction; Section
Headings. The language used in this Agreement shall be deemed to be the
language the parties hereto have chosen to express their mutual intent, and no
rule of strict construction will be applied against any party hereto. The
section headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this
Agreement.

      

      
        


        Section
9.7 Severability. Any
term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only as broad as is
enforceable.

      

      
        


        Section
9.8 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and
the same instrument.

      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.

         

      

      
        
          	 
      	
                  For
      the Buyer

                   

                   

                
	 
      	
                  By:

                	
                  /s/
      D. Demtions

                
	 
      	
                  Name:
      D. Demtions

                
	 
      	
                  Title:
      Attorney-in-fact

                
	 
      	
                   

                  For
      the Seller

                   

                   

                
	 
      	
                  By:

                	
                  /s/
      CH. Alivizatos

                
	 
      	
                  Name:
      CH. Alivizatos

                
	 
      	
                  Title:
      Attorney-in-fact

                


        

      

      
         

         

        15