AMENDMENT NO. 1 TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Exhibit
99.1
AMENDMENT
NO. 1 TO CONTROLLED EQUITY OFFERINGSM
SALES
AGREEMENT
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
Xxxxxxxx Islands (the “Company”), and Cantor
Xxxxxxxxxx & 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.
W I T N E S S E T H:
WHEREAS, the parties hereto
desire to amend the Agreement.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the parties hereto agree as follows:
SECTION 1. Amendment of the
Agreement.
(a) On and
after the date hereof, any reference in the Agreement to (i)
“10,000,000” shall be deemed to read “20,000,000” and (ii) “ten
million” shall be deemed to read “twenty million”.
(b) Schedule
1 and Exhibit A of the Agreement are hereby amended and as of and after the date
hereof shall be replaced in their entirety by Schedule 1 and Exhibit A,
respectively, attached hereto.
(c) The
Company represents and warrants to CF&Co that each of the representations
and warranties of the Company in the Agreement (as amended hereby) is true and
correct as of the date hereof.
(d) Except as
amended hereby, the Agreement shall remain in full force and effect in
accordance with its terms, and such terms (as so amended) shall apply to any
offers and sales of Shares by the Company on or after the date hereof pursuant
thereto.
SECTION 2. Counterparts. This
Amendment No. 1 may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which shall be deemed
an original, and all of which shall together constitute one and the same
instrument.
SECTION 3. Law; Construction.
THIS AMENDMENT NO. 1 SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS.
SECTION 4. Entire Agreement.
This Amendment No. 1 and the Agreement as further amended hereby constitute
the entire agreement and understanding between the parties hereto and supersede
any and all prior agreements and understandings relating to the subject matter
hereof. Except as further amended hereby, all of the terms of the Agreement
shall remain in full force and effect and are hereby confirmed in all
respects.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first written above.
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By:
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Xxxxxxxxxxx
X. Xxxxxx
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Chief
Financial Officer
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CANTOR
XXXXXXXXXX & CO.
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By:
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Xxxxxxx
Xxxxx
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Managing
Director
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SCHEDULE
1
FORM OF PLACEMENT
NOTICE
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| Subject: | Controlled Equity Offering—Placement Notice | ||
Gentlemen:
Pursuant
to the terms and subject to the conditions contained in the Controlled Equity
OfferingSM Sales
Agreement between Paragon Shipping Inc. (the “Company”) and Cantor
Xxxxxxxxxx & Co. (“CF&Co”) dated
April 15, 2009 (the “Agreement”), as
amended on June 4, 2009, I hereby request on behalf of the Company that
CF&Co. sell up to [ ] of the Company’s common shares,
$0.001 par value per share, at a minimum market price of
$[ ] per share
during [insert applicable period].
[Insert
other parameters as necessary]
EXHIBIT
A
OFFICER’S
CERTIFICATE
I, [name
of executive officer], the [title of executive officer] of Paragon Shipping Inc.
(“Company”), a
Xxxxxxxx Islands corporation, do hereby certify in such capacity and on behalf
of the Company pursuant to Section 7(n) of the Controlled Equity Offering SM Sales
Agreement dated April 15, 2009 (the “Sales Agreement”), as
amended on June 4, 2009, between the Company and Cantor Xxxxxxxxxx & Co., to
the best of my knowledge that:
(i) The
representations and warranties of the Company in Section 6 of the Sales
Agreement are true and correct on and as of the date hereof, with the same force
and effect as if expressly made on and as of the date hereof; and
(ii) The
Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied pursuant to the Sales
Agreement at or prior to the date hereof.
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By:
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Name:
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Title:
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___________ ,
0000
XX 00000 0001
1001993
