0000919574-10-002657 Sample Contracts

FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT
Stockholders 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.

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