d1048183_ex4-21.htm


     

     

    Exhibit
4.21



    


    PURCHASE
AGREEMENT

    


    This
Purchase Agreement (the "Agreement") is made as of the 10th day
of November, 2009, by and between Paragon Shipping Inc., a Marshall Islands
corporation (the "Company" or "Paragon"), Allseas Marine S.A., a Liberian
corporation ("Allseas") and Loretto Finance Inc., a Marshall Islands corporation
("Loretto").

     

    W I T N E S S E T H:

    


    WHEREAS,
the Company is engaged directly and/or through its subsidiaries (collectively
the "Paragon Group") primarily in the ownership, operation, management and
chartering of drybulk carriers (the "Paragon Group Business"); and

     

    WHEREAS,
Allseas has expertise in the shipping industry and in the financing of vessels
generally; and

     

    WHEREAS,
the Company has requested Allseas, and Allseas has agreed, to provide services
to the Paragon Group in connection with the management and administration of the
Paragon Group Business; and

     

    WHEREAS,
the Paragon Group and Allseas are parties to commercial and technical management
agreements for the Paragon Group Business; and

     

    WHEREAS,
the Company has determined that services provided to the Paragon Group by
Allseas, pursuant to the technical and commercial management agreements, are of
significant value to the Company and that the continued service of Allseas
should be sought through the issuance and sale of that number of the Company's
Class A common stock, par value $0.001 per share (the "Common Shares") equal to
2% of the Company's total issued and outstanding Common Shares, subject to
dilution protection and restrictions on transferability, to Allseas, through its
wholly-owned subsidiary Loretto.

     

    NOW,
THEREFORE, the parties hereby agree as follows:

     

    1. Transaction.  The
Company shall issue to Loretto 1,023,801 Common Shares, equivalent to 2% of the
Company's total issued and outstanding Common Shares as of the date hereof, or
as promptly as practicable thereafter, in exchange for a payment to the Company
of $3,767,588 or US$ 3,68 per share. In the event of a capital increase
("Increase"),  or of any future equity offerings by the Company
("Equity Offerings"), or in the event that the Company shall issue additional
Common Shares to any third party or parties after the date hereof (a "Third
Party Issuance"), the Company shall also issue to Loretto at the time of such
Increase, or Equity Offerings, or Third Party Issuance, at no cost whatsoever, a
number of additional Common Shares, each  an ("Additional Allseas
Issuance"), which will maintain Loretto's shareholding at 2% (two percent) of
the Company's total issued and outstanding Common Shares  following
any Increase or any Equity Offerings or Third Party Issuance.  The
Common Shares issued to Loretto pursuant to this Agreement may not be
transferred for a period of one year from their date of issuance and shall not
be registered during such period of one year with the Securities and Exchange
Commission.  The certificates for such Common Shares shall bear the
appropriate restrictive legends to such effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Term.  This
Agreement shall come into effect commencing on the date hereof and shall
continue for the period that Allseas serves as commercial and technical manager
of the Paragon Group Business (unless sooner terminated on the basis of any
other provision of this Agreement) (the "Term").

     

    3. Termination.  This
Agreement, unless otherwise agreed in writing between the parties, shall be
terminated as follows:

     

    (a)           At
the end of the Term unless extended by mutual agreement in writing.

     

    
      	
               
      

            	
              (b)

            	
              The
      parties, by mutual agreement, may terminate this Agreement at any
      time.

            


    

     

    (c)           The
Company may terminate this Agreement at any time without cause.

     

    (d)           Either
party may terminate this Agreement for any material breach of its terms and
provisions by the other party.

     

    4. Confidentiality.  None
of the parties will make any public announcement concerning this
Agreement.  Notwithstanding the foregoing, the parties agree that the
execution of this Agreement shall be disclosed by the Company promptly in
accordance with the filing requirements of the Nasdaq and SEC rules and
regulations.  This Agreement is
not assignable by either party without the prior written consent of the
other.

     

    5. Entire
Agreement.  This Agreement constitutes the entire and only
agreement between the parties in relation to its subject matter and replaces and
extinguishes all prior agreements, undertakings, arrangements, understandings or
statements of any nature made by the parties or any of them whether oral or
written with respect to such subject matter.

     

    6. Amendments.  No
modification, alteration or waiver of any of the provisions of this Agreement
shall be effective unless in writing and signed on behalf of each of the
parties. The headings in this Agreement do not form part thereof.

     

    7. Notices.  Every
notice, request, demand or other communication under this Agreement
shall:

     

    (a)           be
in writing delivered personally, by courier or served through a process
server;

     

    (b)           be
deemed to have been when delivered personally or through courier or served at
the address below; and

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)           be
sent:

     

    (i) If to
the Company, to:

    PARAGON
SHIPPING INC.

    15
Karamanli Ave.,

    Voula
16673,

    Athens,
Greece

    


    (ii) If
to Allseas, to:

    ALLSEAS
MARINE S.A.

    15
Karamanli Ave.,

    Voula
16673,

    Athens,
Greece

    


    (iii) If
to Loretto, to:

    LORETTO
FINANCE INC.

    c/o
ALLSEAS MARINE S.A.

    15
Karamanli Ave.,

    Voula
16673,

    Athens,
Greece

    


    or to
such other person or address, as is notified by the relevant party to the other
parties to this Agreement and such notification shall not become effective until
notice of such change is actually received by the other
parties.  Until such change of person or address is notified, any
notification to the above addresses are agreed to be validly effected for the
purposes of this Agreement.

     

    8. Governing Law and
Jurisdiction.

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to conflict of laws principles.  Any
legal action or proceeding in connection with this Agreement or the performance
hereof may be brought in the state and federal courts located in the Borough of
Manhattan, City, County and State of New York, and the parties hereby
irrevocably submit to the non-exclusive jurisdiction of such courts for the
purpose of any such action or proceeding.  The parties hereby
irrevocably waive trial by jury in any action, proceeding or claim brought by
any party hereto or beneficiary hereof on any matter whatsoever arising out of
or in an way connected with this agreement.

     

    [Signature Page
Follows]

     


    
      
         


      

      
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    This
Agreement may be executed in written counterparts which together shall
constitute one instrument.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.

     

    


    PARAGON
SHIPPING INC.

    


    


    By  /s/
Christopher J. Thomas

       ____________________________

       Name:
Christopher J. Thomas

       Title:
Chief Financial Officer

     

    


    ALLSEAS
MARINE S.A.

    


    


    By   /s/
Maria Stefanou

       ____________________________

       Name:
Maria Stefanou

       Title:
Director

    
 

    LORETTO
FINANCE INC.

    


    


    By   /s/
Maria Stefanou

       ____________________________

       Name:
Maria Stefanou

       Title:
Director

    


    


    


    SK 25744 0001 1048183 v2


    



    
      
         


      

      
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