Exhibit 4.37


 


Date     25   
April 2016


 


(1) THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND


as Security Trustee


 


in favour of


 


(2) PARAGON SHIPPING INC.


as Borrower


 


-and-


 


(3) FAIRPLAY MARITIME LTD.


as Owner


 


-and-


 


(4) ALLSEAS MARINE S.A.


as Approved Manager


 


	 	 	 
	 	DEED OF RELEASE AND REASSIGNMENT	 
	 	 	 


  


m.v. “KIND SEAS”


 


CONSTANT & CONSTANT


149 Karaiskou Street


185 38 Piraeus


Greece


 




     


     


    

 


INDEX


 


	Clause	 	Page
	 	 	 
	1	INTERPRETATION	2
	 	 	 
	2	release of security interests	2
	 	 	 
	3	reassignment of assigned property	3
	 	 	 
	4	Further documents	3
	 	 	 
	5	Supplemental	3
	 	 	 
	6	law and jurisdiction	3
	 	 	 
	EXECUTION PAGE	4
	 	 
	SCHEDULE 1  PART A  notice of reassignment (MASTER AGREEMENT)	5
	 	 
	PART B  notice of reassignment of insurances (BORROWER)	6
	 	 
	PART C  notice of reassignment of EARNINGS	7
	 	 
	PART D  notice of reassignment of insurances (Approved MANAGER)	8




 




     


     


    

 


THIS DEED is made on        April
2016


 


BY


 


		(1)	THE GOVERNOR AND COMPANY OF THE
                                         BANK OF IRELAND, acting through its Head Office at 40 Mespil Road, Dublin 4, Ireland
                                         (the “Security Trustee”);



 


IN FAVOUR OF:


 


		(2)	PARAGON SHIPPING INC., a
                                         corporation formed and existing under the laws of the Republic of The Marshall Islands,
                                         whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
                                         Majuro MH 96960, Marshall Islands (the “Borrower”);



 


		(3)	FAIRPLAY MARITIME LTD., a corporation
                                         formed and existing under the laws of the Republic of The Marshall Islands whose registered
                                         office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960,
                                         Marshall Islands (the “Owner”); and



 


		(4)	ALLSEAS MARINE S.A., a corporation
                                         formed and existing under the laws of the Republic of Liberia whose registered office
                                         is at 80 Broad Street, Monrovia, Liberia (the “Approved Manager”).



 


BACKGROUND


 


		(A)	By 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, a second supplemental
                                         agreement dated 28 November 2012, a third supplemental agreement dated 30 September 2014,
                                         a fourth supplemental agreement dated 28 May 2015 and a fifth supplemental agreement
                                         dated 7 January 2016 (together, the “Loan Agreement”) made between
                                         (i) the Borrower, (ii) the banks and financial institutions listed in Schedule 1 thereof
                                         as Lenders, (iii) the banks and financial institutions listed in Schedule 2 thereof as
                                         Swap Banks and (iv) the Governor and Company of the Bank of Ireland as Arranger, Agent
                                         and Security Trustee, the Lenders made available to the Borrower a term loan facility
                                         of up to Thirty million United States Dollars (US$30,000,000), for the purposes and on
                                         the terms set out therein.



 


		(B)	By a master agreement (on the 1992
                                         ISDA (Multicurrency-Crossborder) form) together with the Schedule thereto each dated
                                         6 June 2008 as amended by a supplemental agreement dated 31 March 2009 (together, the
                                         “Master Agreement”) and made between (i) the Borrower and (ii) the
                                         Swap Bank, the Borrower may enter into Designated Transactions pursuant to Confirmations
                                         (as each such capitalised term is defined in the Master Agreement) exchanged under such
                                         master agreement to hedge the Borrower’s exposure to interest rate fluctuations.



 


		(C)	By a guarantee dated 31 March 2009
                                         (the “Guarantee”) and made between (i) the Owner as corporate guarantor
                                         and (ii) the Security Trustee, the Owner guaranteed the Borrower’s liabilities
                                         under the Loan Agreement and the Finance Documents (as defined in the Loan Agreement).



 


		(D)	By an agency and trust deed dated 30
                                         March 2009 (the “Agency and Trust Deed”) and entered into pursuant
                                         to the Loan Agreement, it was (inter alia) agreed that the Security Trustee would hold
                                         the Trust Property on trust for the Creditor Parties.



 


		(E)	This Deed sets out the terms and conditions
                                         on which the Security Trustee agrees, at the request of the Borrower, the Owner and the
                                         Approved Manager, to the release of the Security Interests created by the Released Finance
                                         Documents and to reassign any property assigned to the Security Trustee pursuant thereto.



 




     


     


    

 


IT IS AGREED as follows:


 


		1	INTERPRETATION



 


		1.1	Defined expressions.
                                         Words and expressions defined in the Loan Agreement shall have the same meanings when
                                         used in this Deed unless the context otherwise requires.



 


		1.2	Definitions. In this
                                         Deed, unless the contrary intention appears:



 


“Released Finance Documents”
means:-


 


		(a)	the Guarantee;



 


		(b)	the Agency and Trust Deed;



 


		(c)	an assignment of the Borrower’s
                                         rights under the Master Agreement dated 31 March 2009 (the “Master Agreement
                                         Assignment”) and entered into by the Borrower as assignor in favour of the
                                         Swap Bank as assignee;



 


		(d)	a general assignment of the Earnings,
                                         Insurances and any Requisition Compensation in relation to the Ship dated 31 March 2009
                                         (the “General Assignment”) and executed by the Owner, as owner of
                                         the Ship and assignor, in favour of the Security Trustee as assignee;



 


		(e)	a charge over the Operating Account
                                         of the Ship dated 31 March 2009 (the “Account Security Deed”) and
                                         entered into by the Owner and the Security Trustee as bank;



 


		(f)	a letter of undertaking dated 31
                                         March 2009 (the “Approved Manager’s Undertaking”) and granted
                                         by the Approved Manager, as commercial and technical manager of the Ship, in favour of
                                         the Security Trustee, inter alia, subordinating the rights of the Approved Manager against
                                         the Ship and the Owner, as owner of the Ship, to the rights of the Creditor Parties under
                                         the Finance Documents;



 


			“Ship” means the vessel
                                         “KIND SEAS” documented in the name of the Owner under the laws and flag of
                                         The Marshall Islands under Official Number 2172 and includes any share or interest in
                                         that vessel and its engines, machinery, boats, tackle, outfit, spare gear, fuel, consumable
                                         or other stores, belongings and appurtenances whether on board or ashore and whether
                                         now owned or hereafter acquired.



 


		1.3	Application of construction
                                         and interpretation provisions of Loan Agreement. Clauses 1.2 and 1.5 of the Loan
                                         Agreement apply, with any necessary modifications, to this Deed.



 


		2	release of security interests



 


		2.1	Release. The Security
                                         Trustee hereby unconditionally and irrevocably releases and discharges all Security Interests
                                         created in its favour by the Borrower, the Owner and the Approved Manager under the Loan
                                         Agreement and the Released Finance Documents and irrevocably releases and discharges
                                         all claims and demands it may have against the Borrower, the Owner and the Approved Manager
                                         under the Loan Agreement and the Released Finance Documents.



 


		2.2	Release of obligations.
                                         The Security Trustee hereby unconditionally and irrevocably releases the Borrower, the
                                         Owner and the Approved Manager from all their respective obligations and liabilities
                                         under the Loan Agreement and the Released Finance Documents which documents shall cease
                                         to have effect.



 




    	 	2	 



     


    

 


		3	reassignment of assigned property



 


		3.1	Reassignment. The Security
                                         Trustee, without any warranty, representation, covenant or other recourse, reassigns:



 


		(a)	to the Borrower, all rights and interests
                                         of every kind which the Security Trustee has to in or in connection with the Master Agreement
                                         Assignment; and



 


		(b)	to the Owner, all rights and interests
                                         of every kind which the Security Trustee has to, in or in connection with the Earnings
                                         and Insurances pursuant to the General Assignment;



 


		(c)	to the Approved Manager, all rights
                                         and interests of every kind which the Security Trustee has to, in or in connection with
                                         the Insurances pursuant to the Approved Manager’s Undertaking.



 


		4	Further documents



 


		4.1	Delivery of further documents.
                                         The Security Trustee shall promptly after execution and delivery of this Deed:



 


		(a)	deliver to the Borrower executed notices
                                         of reassignment of any rights and interests relating to the Master Agreement Assignment,
                                         in the form set out in Schedule 1, Part A;



 


		(b)	deliver to the Owner executed notices
                                         of reassignment of Insurances and Earnings relating to the Ship, in the forms set out
                                         in Schedule 1, Parts B and C; and



 


		(c)	deliver to the Approved Manager executed
                                         notices of reassignment of Insurances relating to the Ship, in the form set out in Schedule
                                         1, Part D.



 


		4.2	Cancellation of PIK Note.
                                         The Borrower and the Security Trustee acknowledge that the PIK Note Certificate No.1
                                         dated 8 January 2016 and executed by the Borrower in favour of the Security Trustee,
                                         has been unconditionally and irrevocably cancelled by a notice of cancellation dated
                                         11 April 2016 and issued by the Security Trustee to the Borrower.



 


		5	Supplemental



 


		5.1	Counterparts. This Deed
                                         may be executed in any number of counterparts.



 


		5.2	Third party rights. A
                                         person who is not a party to this Deed, or who is not expressed to be a beneficiary of
                                         the terms of this Deed, has no right under the Contracts (Rights of Third Parties) Act
                                         1999 to enforce or to enjoy the benefit of any term of this Deed.



 


		6	law and jurisdiction



 


		6.1	Governing law. This Deed
                                         (and any non-contractual obligations connected with it) shall be governed by and construed
                                         in accordance with English law.



 


		6.2	Incorporation of Loan Agreement
                                         provisions. The provisions of clause 30 (law and jurisdiction) of the Loan Agreement
                                         shall apply to this Deed as if they were expressly incorporated in this Agreement with
                                         any necessary modifications.



 


THIS DEED has been executed by
or on behalf of the parties and has, on the date stated at the beginning of this Deed, been delivered as a Deed.


 




    	 	3	 



     


    

 


EXECUTION
PAGE


 


	SECURITY TRUSTEE	 
	 	 
	Executed as a deed by	)
	THE GOVERNOR AND COMPANY	)
	OF THE BANK OF IRELAND	)
	acting by	)
	expressly authorised in	)
	accordance with the laws of Ireland	)
	by virtue of a power of attorney	)
	granted on                                              2016	)


 


We hereby agree to the terms of the above
Deed.


 


	 	 
	For and on behalf of	 
	PARAGON SHIPPING INC.	 
	as Borrower	 
	 	 
	 	 
	For and on behalf of	 
	FAIRPLAY MARITIME LTD.	 
	as Owner	 
	 	 
	 	 
	For and on behalf of	 
	ALLSEAS MARINE S.A.	 
	as Approved Manager	 


 




    	 	4	 



     


    

 


SCHEDULE
1



PART A



notice of reassignment (MASTER AGREEMENT)


 


re m.v. “KIND SEAS”
(the “Ship”)


 


We, THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND, the assignee of all rights and interest of every kind of Paragon Shipping Inc. of the Republic of The Marshall
Islands (the “Assignor”) to, in or in connection with a master agreement (on the 1992 ISDA (Multicurrency-Crossborder)
form and including the Schedule thereto) each dated 6 June 2008 as amended by a supplemental agreement dated 31 March 2009 and
made between (i) the Assignor as assignor and (ii) ourselves as swap bank pursuant to a master agreement assignment dated 31 March
2009 (the “Master Agreement Assignment”) and made between (i) the Assignor and (ii) ourselves as swap
bank, GIVE NOTICE that we have reassigned to the Assignor all of our rights and interest of every kind to, in or in connection
with the Master Agreement Assignment and, with effect from the date of this Notice, we have no further interest in or claim over
the such rights and interest.


 


 










 






for and on behalf of


THE GOVERNOR AND COMPANY 


OF THE BANK OF IRELAND


 


Dated:                             2016


 




    	 	5	 



     


    

 


PART
B



notice of reassignment of insurances (BORROWER)


 


re m.v. “KIND SEAS”
(the “Ship”)


 


We, THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND, the assignee of all rights and interest of every kind of Fairplay Maritime Ltd. of the Republic of The Marshall
Islands (the “Assignor”) to, in or in connection with all policies and contracts of insurance, including entries
of the Ship in any protection and indemnity or war risks association (the “Insurances”) in respect of the Ship
pursuant to a first priority assignment dated 31 March 2009 and made between (i) the Assignor as assignor and (ii) ourselves as
assignee (the “Assignment”) GIVE NOTICE that we have reassigned to the Assignor all of our rights and
interest of every kind to, in or in connection with the Insurances under the Assignment and, with effect from the date of this
Notice, we have no further interest in or claim over the Insurances.


 


 





 








for and on behalf of


THE GOVERNOR AND COMPANY 


OF THE BANK OF IRELAND 


 


Dated:                             2016


 




    	 	6	 



     


    

 


PART
C



notice of reassignment of EARNINGS


 


re m.v. “KIND SEAS”
(the “Ship”)


 


We, THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND, the assignee of all rights and interest of every kind of Fairplay Maritime Ltd. of the Republic of The Marshall
Islands (the “Assignor”) to, in or in connection with the earnings of the Ship (the “Earnings”)
pursuant to a deed of first priority assignment dated 31 March 2009 and made between (i) the Assignor as assignor and (ii) ourselves
as assignee (the “Assignment”) GIVE NOTICE that we have reassigned to the Assignor all of our rights
and interest of every kind to, in or in connection with the Earnings under the Assignment and, with effect from the date of this
Notice, we have no further interest in or claim over the Earnings.


 


 





 






for and on behalf of


THE GOVERNOR AND COMPANY 


OF THE BANK OF IRELAND


 


Dated:                             2016


 




    	 	7	 



     


    

 


PART
D



notice of reassignment of insurances (Approved MANAGER)


 


re m.v. “KIND SEAS”
(the “Ship”)


 


We, THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND, the assignee of all rights, title and interest of every kind of Allseas Marine S.A. of the Republic of Liberia
(the “Assignor”) to, in or in connection with all policies and contracts of insurance, including claims of
whatsoever nature and return of premiums (the “Insurances”) in respect of the Ship pursuant to a first priority
assignment dated 31 March 2009 and made between (i) the Assignor as commercial and technical manager of the Ship and (ii) ourselves
as assignee (the “Assignment”) GIVE NOTICE that we have reassigned to the Assignor all of our rights,
title and interest of every kind to, in or in connection with the Insurances under the Assignment and, with effect from the date
of this Notice, we have no further interest in or claim over the Insurances.


 


 





 






for and on behalf of


THE GOVERNOR AND COMPANY 


OF THE BANK OF IRELAND


 


Dated:                             2016


 




    	 	8