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Wednesday, September 28, 2016

DryShips Acquires OceanFreight Inc.

August 25, 2011

DryShips Inc. (NASDAQ: DRYS) and OceanFreight Inc. (NASDAQ: OCNF) announced that DryShips has acquired 3,000,856 shares of OceanFreight Inc. The shares were acquired from entities controlled by Mr. Anthony Kandylidis, the CEO of OceanFreight, under a purchase agreement entered into on July 26, 2011. These shares represent a majority of the outstanding shares of
OceanFreight. The consideration paid by DryShips for each OceanFreight share consisted of  (x) $11.25 in cash and (y) 0.52326 shares of common stock of Ocean Rig UDW Inc, par value of $0.01 per share, with cash paid in lieu of fractional shares. The total consideration paid for those shares was $33,759,671.08 in cash and 1,570,226 shares of Ocean Rig common stock. The Ocean Rig shares so transferred were outstanding shares held by DryShips. As a result of this  transaction, DryShips’ percentage ownership of Ocean Rig was reduced from approximately 78% to approximately 77 %. DryShips has agreed to vote the OceanFreight shares that it acquired in favor of the merger of OceanFreight with a subsidiary of DryShips, as contemplated by the merger agreement signed by DryShips and OceanFreight on July 26, 2011. DryShips holds sufficient OceanFreight shares to approve the merger. In that merger, DryShips will acquire the
remaining outstanding shares of OceanFreight for per share consideration consisting of $11.25 in cash and 0.52326 shares of Ocean Rig, with cash paid in lieu of fractional shares.
This is the same per share consideration that DryShips paid for the shares it acquired from
entities controlled by Mr. Anthony Kandylidis. The merger is expected to close in the fourth
quarter of 2011.



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