exv4w3









Exhibit 4.3




CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PARTICIPATING PREFERRED STOCK OF

OCEAN RIG UDW INC.



The undersigned, Mr. George Economou and Mr. Ioannis Cleanthous do hereby certify:



1. That they are the duly elected and acting Chief Executive Officer and Secretary, respectively,
of Ocean Rig UDW Inc., a Marshall Islands corporation (the “Company”).



2. That pursuant to the authority conferred by the Company’s Amended and Restated
Articles of Incorporation, the Company’s Board of Directors on April 27, 2011 adopted the following
resolution designating and prescribing the relative rights, preferences and limitations of the
Company’s Series A Participating Preferred Stock:




     RESOLVED, that pursuant to the authority vested in the Board of Directors (the “Board”) of the
Company by the Articles of Incorporation, the Board does hereby establish a series of preferred
stock, par value U.S. $0.01 per share, and the designation and certain powers, preferences and
other special rights of the shares of such series, and certain qualifications, limitations and
restrictions thereon, are hereby fixed as follows:



     Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Participating Preferred Stock”. The Series A Participating Preferred Stock shall
have a par value of U.S. $0.01 per share, and the number of shares constituting such series shall
initially be 8,000,000, which number the Board may from time to time increase or decrease (but not
below the number then outstanding).



     Section 2. Proportional Adjustment. In the event the Company shall at any time after
the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any
dividend on the common stock of the Company par value U.S. $0.01 per share (the “Common
Stock”) payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in each such case the
Company shall simultaneously effect a proportional adjustment to the number of outstanding shares
of Series A Participating Preferred Stock.



     Section 3. Dividends and Distributions.



          (a) Subject to the prior and superior right of the holders of any shares of any series of
preferred stock ranking prior and superior to the shares of Series A Participating Preferred Stock
with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be
entitled to receive when, as and if declared by the Board out of funds legally available for the
purpose, quarterly dividends payable in quarterly in each year (each such date being referred to
herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of Series A Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding







 









 







shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A
Participating Preferred Stock.



          (b) The Company shall declare a dividend or distribution on the Series A Participating
Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock).



           (c) Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred
Stock from the Quarterly Dividend Payment Date immediately preceding the date of issue of such
shares of Series A Participating Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record date for the determination of
holders of shares of Series A Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Participating Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board may fix a record date for the determination of holders of shares of Series
A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed for the payment
thereof.



     Section 4. Voting Rights. The holders of shares of Series A Participating Preferred
Stock shall have the following voting rights:



          (a) Each share of Series A Participating Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the stockholders of the Company .




          (b) Except as otherwise provided herein or by law, the holders of shares of Series A
Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of the Company .




          (c) Except as required by law, holders of Series A Participating Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.




     Section 5. Certain Restrictions.



          (a) The Company shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance
of a share or fraction of a share of Series A Participating Preferred Stock unless







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concurrently therewith it shall declare a dividend on the Series A Participating Preferred Stock as
required by Section 3 hereof.




          (b) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Participating Preferred Stock as provided in Section 3 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid in full, the Company shall not (i)
declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise
acquire for consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating Preferred Stock; (ii) declare
or pay dividends on, make any other distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with Series A Participating
Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and
all such parity stock on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or
otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock,
provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Company ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred
Stock; (iv) purchase or otherwise acquire for consideration any shares of Series A Participating
Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating
Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as
determined by the Board) to all holders of such shares upon such terms as the Board, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.




          (c) The Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company unless the Company could, under
paragraph (a) of this Section 5, purchase or otherwise acquire such shares at such time and in such
manner.




     Section 6. Reacquired Shares. Any shares of Series A Participating Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of preferred stock and may be reissued as part of a new
series of preferred stock to be created by resolution or resolutions of the Board, subject to the
conditions and restrictions on issuance set forth herein and, in the Articles of Incorporation, as
then amended.



     Section 7. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Company, the holders of shares of Series A Participating Preferred Stock shall
be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate amount to
be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued
and unpaid dividends on such shares of Series A Participating Preferred Stock.



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     Section 8. Consolidation, Merger, etc. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case the shares of Series A Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.



     Section 9. No Redemption. The shares of Series A Participating Preferred Stock shall
not be redeemable.



     Section 10. Ranking. The Series A Participating Preferred Stock shall rank junior to
all other series of the Company’s preferred stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide otherwise.



     Section 11. Amendment. The Articles of Incorporation of the Company shall not be
further amended in any manner which would materially alter or change the powers, preference or
special rights of the Series A Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority of the outstanding shares of Series A
Participating Preferred Stock, voting separately as a class.



     Section 12. Fractional Shares. Series A Participating Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such holder’s fractional
shares, to exercise voting rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Participating Preferred Stock.



     RESOLVED FURTHER, that the President, Chief Executive Officer or any Vice President and the
Secretary or any Assistant Secretary of this Company be, and they hereby are, authorized and
directed to prepare and file a Certificate of Designation of Rights, Preferences and Privileges in
accordance with the foregoing resolution and the provisions of Marshall Islands law and to take
such actions as they may deem necessary or appropriate to carry out the intent of the foregoing
resolution.”



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



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     We further declare under penalty of perjury that the matters set forth in the foregoing
Certificate of Designation are true and correct of our own knowledge.



     Executed in Nicosia, Cyprus on May 20, 2011.



	 	 	 	 	 
	 	 	 
	 	   /s/  George Economou
 	 
	 	George Economou
 Chief Executive Officer 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                       /s/ Ioannis Cleanthous
 	 
	 	Ioannis Cleanthous 
Secretary 	 
	 	 	 
	 





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