0000919574-15-003648 Sample Contracts

Dated 4 April 2014
Loan 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.

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PARAGON SHIPPING INC.
Loan Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight
AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management 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").

S&P AND CHARTER BROKERAGE SERVICES AGREEMENT
S&p and Charter Brokerage Services Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • London

This S&P AND CHARTER BROKERAGE SERVICES AGREEMENT (the "Agreement") is made effective as of January 2nd, 2015 among SEACOMMERCIAL SHIPPING SERVICES S.A., a Liberian company (the "Broker") and [ ], a [ ] company ("Owner").

PARAGON SHIPPING INC.
Loan Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight

IS SUPPLEMENTAL to a Loan Agreement dated 30 March 2009 as amended by a first supplemental agreement dated 23 March 2010, three side letters dated 23 December 2011, 27 September 2012 and 25 July 2014 respectively, and a second supplemental agreement dated 28 November 2012 (together, the "Loan Agreement") made between (i) the Borrower, (ii) the Lenders, (iii) the Swap Banks, (iv) the Arranger, (v) the Agent and (vi) the Security Trustee pursuant to which the Lenders made available to the Borrower a term loan facility of up to Thirty Million United States Dollars ($30,000,000) upon the terms and for the purposes therein specified. The current amount of the Loan outstanding is $12,700,000.

Private & Confidential
Seventh Supplemental Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight

SEVENTH SUPPLEMENTAL AGREEMENT relating to a secured credit facility of up to US$90,000,000 to PARAGON SHIPPING INC. as Borrower provided by THE BANKS AND FINANCIAL INSTITUTIONS listed in schedule 1 as Lenders Arranger, Agent and Security Trustee UNICREDIT BANK AG (formerly known as BAYERISCHE HYPO- UND VEREINSBANK AG) Swap Bank UNICREDIT BANK AG (formerly known as BAYERISCHE HYPO- UND VEREINSBANK AG)

COMPENSATION AGREEMENT
Compensation Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York

This Compensation Agreement (the "Agreement") is made as of the 2nd day of January 2015, by and between Paragon Shipping Inc., a Marshall Islands corporation (the "Company"), and Seacommercial Shipping Services S.A., a Liberian corporation ("Seacommercial").

AMENDED AND RESTATED COMPENSATION AGREEMENT
Compensation Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York

This Amended and Restated Compensation Agreement (the Agreement") is made as of the 2nd day of January 2015, by and between Paragon Shipping Inc., a Marshall islands corporation (the "Company" or "Paragon"), and Allseas Marine S.A., a Liberian corporation ("Allseas").

Private & Confidential
Supplemental Agreement • April 17th, 2015 • Paragon Shipping Inc. • Deep sea foreign transportation of freight

SIXTH SUPPLEMENTAL AGREEMENT relating to a secured credit facility of up to US$90,000,000 to PARAGON SHIPPING INC. as Borrower provided by THE BANKS AND FINANCIAL INSTITUTIONS listed in schedule 1 as Lenders Arranger, Agent and Security Trustee UNICREDIT BANK AG (formerly known as BAYERISCHE HYPO- UND VEREINSBANK AG) Swap Bank UNICREDIT BANK AG (formerly known as BAYERISCHE HYPO- UND VEREINSBANK AG)

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