Dated 4 April 2014Loan Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • England
for the purpose of financing part of the acquisition cost of each of Ship A and Ship B, respectively, payable pursuant to the relevant Shipbuilding Contract and re-financing existing indebtedness secured on Ship C.
FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • March 18th, 2010 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT, dated as of December 16, 2009 (the "Amendment") to the Stockholders Rights Agreement, dated as of January 4, 2008 (the "Rights Agreement"), between Paragon Shipping Inc., a Marshall Islands corporation (the "Company"), and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2017 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2017, is by and among Paragon Shipping Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “Company”), and ______________, a company incorporated under the laws of ____________ (the “Investor”).
Date 19 November 2007 as amended and restated by a First Supplemental Agreement dated 25 February 2009 and a Second Supplemental Agreement dated 24 March 2010 PARAGON SHIPPING INC. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in...Loan Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
THIS LOAN AGREEMENT is made on 19 November 2007 as amended and restated by a First Supplemental Agreement dated 25 February 2009 and as further amended and restated by a Second Supplemental Agreement dated 24 March 2010
Date 21 April 2011 PARAGON SHIPPING INC. as Borrower - and - CREDIT SUISSE AG as LenderLoan Agreement • April 27th, 2012 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 FACILITY 15 3 DRAWDOWN 15 4 INTEREST 15 5 INTEREST PERIODS 16 6 DEFAULT INTEREST 17 7 REPAYMENT AND PREPAYMENT 18 8 CONDITIONS PRECEDENT 19 9 REPRESENTATIONS AND WARRANTIES 20 10 GENERAL UNDERTAKINGS 22 11 CORPORATE UNDERTAKINGS 26 12 INSURANCE 28 13 SHIP COVENANTS 33 14 SECURITY COVER 37 15 PAYMENTS AND CALCULATIONS 38 16 APPLICATION OF RECEIPTS 38 17 APPLICATION OF EARNINGS 39 18 EVENTS OF DEFAULT 40 19 FEES AND EXPENSES 45 20 INDEMNITIES 46 21 NO SET-OFF OR TAX DEDUCTION 47 22 ILLEGALITY, ETC 48 23 INCREASED COSTS 49 24 SET-OFF 50 25 TRANSFERS AND CHANGES IN LENDING OFFICE 50 26 VARIATIONS AND WAIVERS 52
Paragon Shipping Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2014 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
Paragon Shipping Inc., a corporation incorporated under the laws of The Republic of the Marshall Islands (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) $25,000,000 aggregate principal amount of its senior notes due 2021 (the “Initial Notes”).
PARAGON SHIPPING INC. 10,300,000 Class A Common Shares ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2007 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
STOCKHOLDERS RIGHTS AGREEMENT This Stockholders Rights Agreement (this "Rights Agreement") is made and entered into as of January 4, 2008, by and between Paragon Shipping Inc., a Marshall Islands corporation (the "Company"), and Computershare Trust...Stockholders Rights Agreement • January 4th, 2008 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
ALLSEAS MARINE S.A. MANAGEMENT AGREEMENT VESSEL: M.V. " "Management Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This Agreement is made as of the of between , (hereinafter called the "Owner") and Allseas Marine S.A. of Liberia, (hereinafter called the "Manager")
PARAGON SHIPPING INC. Class A Common Shares, US$0.001 Par Value Per Share and Preferred Share Purchase Rights UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2013 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
PARAGON SHIPPING INC. FORM OF SUBORDINATED INDENTURE Dated as of [ ], 200[ ] TrusteeSubordinated Indenture • January 15th, 2010 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
Dated 8 February 2013 PARAGON SHIPPING INC. as Borrower -and- READING NAVIGATION CO. DONNA MARINE CO. and PROTEA INTERNATIONAL INC. as Owners -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in the Schedule as Lenders -and- COMMERZBANK AG as Agent,...Amending and Restating Agreement • April 3rd, 2013 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
PARAGON SHIPPING INC. FORM OF SENIOR INDENTURE Dated as of [ ], 200[ ] TrusteeSenior Indenture • January 15th, 2010 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
DATED 2010 ERIS SHIPPING S.A. (as Borrower) - and - HSBC BANK plc (as Lender)Secured Loan Agreement • March 4th, 2011 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • England and Wales
Page 1 Definitions and Interpretation 2 2 The Loan and its Purpose 12 3 Conditions of Utilisation 12 4 Advance 13 5 Repayment 14 6 Prepayment 14 7 Interest 15 8 Indemnities 19 9 Fees 23 10 Security and Application of Moneys 23 11 Representations 27 12 Undertakings and Covenants 30 13 Events of Default 41 14 Assignment and Sub-Participation 45 15 Set-Off 46 16 Payments 47 17 Notices 48 18 Partial Invalidity 50 19 Remedies and Waivers 50 20 Miscellaneous 50 21 Law and Jurisdiction 51
ContractLoan Agreement • April 27th, 2012 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2013 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of December 24, 2012, by and between Innovation Holdings, S.A., a Marshall Islands corporation (the "Investor"), and Paragon Shipping Inc., a Marshall Islands corporation (the "Company" and together with the Investor, the "Parties" and each a "Party").
PARAGON SHIPPING INC.Loan Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
WARRANT AGREEMENTWarrant Agreement • July 30th, 2007 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
ADDENDUM NO.1 TO THE SHIPBUILDING CONTRACT NO. 2013NYZ351GR ADDENDUM NO. 1 TO SHIPBUILDING CONTRACT NO.: 2013NYZ351GR (“Contract”) Between Oceanus Investments Limited (“Buyer”) And Jiangsu Tianchen Marine Import & Export Co., Ltd. And Jiangsu New...Shipbuilding Contract • May 12th, 2016 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
THIS ADDENDUM NO. 1 to the Shipbuilding Contract for Construction of One (1) 82,000DWT Bulk Carrier (Hull No. YZJ2013-1142) (hereinafter called “ADDENDUM”) is made and entered into this 11th day of April, 2014, by and between:
SHIPBUILDING CONTRACTShipbuilding Contract • May 12th, 2016 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
EXCHANGE AGREEMENTExchange Agreement • May 12th, 2017 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of May 4, 2017, by and between Paragon Shipping Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “Company”), and ______________, a ____________________ (the “Holder”).
ContractSupplemental Indenture • August 12th, 2014 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
This FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of August 8, 2014, is entered into between PARAGON SHIPPING INC., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”).
Date 25 July 2007Loan Agreement • August 7th, 2007 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
The Lenders have agreed to make available to the Borrower a term loan facility in an amount of up to the lesser of (a) US$300,000,000 and (b) 65 per cent. of the aggregate Market Value of the Ships to (i) refinance the existing indebtedness secured on the Existing Ships and (ii) to finance the purchase price of the Target Ships and/or the Replacement Ship. The Borrower will on-lend the Loan to the Owners to assist them in refinancing the Existing Ships and in financing the acquisition of the Target Ships and/or the Replacement Ship.
AMENDED AND RESTATED ACCOUNTING AGREEMENTAccounting Agreement • May 12th, 2016 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This Amended and Restated Accounting Agreement (the Agreement") is made as of the 18th May 2015, by and between Paragon Shipping Inc., a Marshall Islands corporation (the "Company" or "Paragon”), and Allseas Marine S.A., a Liberian corporation ("Allseas").
AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • May 12th, 2016 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This Amended and Restated Executive Services Agreement (the Agreement") is made as of the 18th May 2015, by and between Paragon Shipping Inc., a Marshall Islands corporation (the "Company" or "Paragon”), and Allseas Marine S.A., a Liberian corporation ("Allseas").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of November 21, 2006 Amended and restated as of June 19, 2007 by and among PARAGON SHIPPING INC., INNOVATION HOLDINGS S.A. and CANTOR FITZGERALD & CO. CRT CAPITAL GROUP LLC OPPENHEIMER & CO. INC.Registration Rights Agreement • July 30th, 2007 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
This Amended and Restated Registration Rights Agreement (this "Agreement") first made and entered into as of November 21, 2006 and amended and restated as of June 19, 2007, by and among Paragon Shipping Inc., a Marshall Islands corporation (the "Company"), Innovation Holdings S.A. ("Innovation Holdings"), Cantor Fitzgerald & Co., CRT Capital Group LLC and Oppenheimer & Co. Inc. (each, an "Initial Purchaser" and, together, the "Initial Purchasers"), which have agreed, pursuant to the Purchase Agreement (defined below), to purchase 7,562,000 units ("Units"), each consisting of one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of the Company and one-fifth of one warrant ("Warrants") exercisable to purchase Class A Common Stock (such shares of Class A Common Stock issuable upon exercise of the Warrants, "Warrant Shares") and expiring five years from the date of issuance pursuant to a warrant agreement, dated as of the date hereof, between the Compa
Date 26 April 2012 PARAGON SHIPPING INC. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and BANK OF SCOTLAND PLC. as Agent, Mandated Lead Arranger, Underwriter and Security Trustee and BANK OF SCOTLAND PLC as...Supplemental Agreement • April 3rd, 2013 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
COUNTERSIGNED this day 26th of April 2012 for and on behalf of the following Security Parties each of which, by its execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this supplemental letter, that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement
SALES AGREEMENTSales Agreement • October 13th, 2010 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
Paragon Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Company"), confirms its agreement (this "Agreement") with Cantor Fitzgerald & Co. ("CF&Co."), as follows:
EXCHANGE AGREEMENTExchange Agreement • April 7th, 2016 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of April 6, 2016, by and between Paragon Shipping Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “Company”), and ______________, an exempted company organized and existing under the laws of Bermuda (the “Holder”).
ADDENDUM NO.2 TO SHIPBUILDING CONTRACT NO.: 2013NYZ354GR FOR CONSTRUCTION OF ONE 82,000DWT BULK CARRIER (HULL NO.YZJ2013-1145)Shipbuilding Contract • May 12th, 2016 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the "Agreement") is made effective as of January 2nd, 2015 among ALLSEAS MARINE S.A., a Liberian company (the "Manager") and [ ], a [ ] company ("Owner").
AMENDMENT NO. 1 TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTControlled Equity Offerings Sales Agreement • June 5th, 2009 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
This Amendment No. 1 (this “Amendment No. 1”) to the Controlled Equity OfferingSM Sales Agreement, dated April 15, 2009 (the “Agreement”), between Paragon Shipping Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and Cantor Fitzgerald & Co. (“CF&Co.”) is made and entered into as of the 4th day of June, 2009, by and among the parties hereto. Terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
ACCOUNTING AGREEMENT- RENEWALAccounting Agreement • April 27th, 2012 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Paragon Shipping Inc., a Marshall Islands corporation having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter the "Company" or "Paragon"),
ADDENDUM No. 1 to the Executive Services Agreement dated 27/01/2011 (the "Agreement") Between PARAGON SHIPPING INC. of Marshall Islands (the "Company") And ALLSEAS MARINE S.A. of Liberia ("Allseas")Executive Services Agreement • April 3rd, 2013 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Executive Services Agreement, it is this, 5th day of February 2013, mutually agreed between the Company and Allseas that the clause 5 (a) of the Agreement shall be amended to read as follows:
SUPPLEMENTAL LETTERLoan Agreement • April 3rd, 2013 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
Loan agreement (the "Loan Agreement") dated 31 July 2008 (as amended and supplemented by three supplemental agreements dated, respectively, 3 April 2009, 16 April 2010 and 1 September 2011 and a supplemental letter dated 17 July 2012) made between (i) yourselves, Paragon Shipping Inc. as borrower (the "Borrower"), (ii) the banks and financial institutions listed therein as lenders (together, the "Lenders") and (iii) HSH Nordbank AG as agent, security trustee and swap bank.
