Exhibit 4.29


 


Dated 8 December 2015


 


PARAGON SHIPPING INC.


as Borrower


 


and


 


READING NAVIGATION CO.


DONNA MARINE CO. and


PROTEA INTERNATIONAL INC.


as Owners


 


and


 


THE BANKS AND FINANCIAL INSTITUTIONS


listed in the Schedule


as Lenders


 


and


 


COMMERZBANK AG


as Agent, as Arranger


and as Security Trustee



and


 


COMMERZBANK AG


as Swap Bank


 


SETTLEMENT
AGREEMENT


 





 




     


     


    

 


Index


 


	Clause	 	Page
	 	 	 
	1	Interpretation	2
	2	Undertakings	2
	3	Lenders’ Agreement	3
	4	Representations and Warranties	4
	5	Confidentiality and Non-Disclosure	4
	6	Reservation of Rights	4
	7	Incorporation of Loan Agreement Terms	5
	8	Events of Default	5
	9	Governing Law and Jurisdiction	5
	Schedule 1 Amounts	6
	Execution Pages	7


 




     


     


    

 


THIS AGREEMENT is made on 8 December
2015


 


PARTIES


 


		(1)	PARAGON SHIPPING INC., a corporation incorporated in the Marshall Islands whose registered
office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH 96960 (the "Borrower");



 


		(2)	READING NAVIGATION CO. and PROTEA INTERNATIONAL INC., each a corporation incorporated
in Liberia whose registered office is at 80 Broad Street, Monrovia, Liberia and DONNA MARINE CO., a corporation incorporated
in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall
Islands MH 96960 (together, the "Owners" and each an “Owner”);



 


		(3)	THE BANKS AND FINANCIAL INSTITUTIONS listed in the Schedule as Lenders (the "Lenders");



 


		(4)	COMMERZBANK AG, acting through its office at Domstraβe 18, 20095, Hamburg, Germany
(the "Agent");



 


		(5)	COMMERZBANK AG, acting through its office at Domstraβe 18, 20095, Hamburg, Germany
(the "Arranger");



 


		(6)	COMMERZBANK AG, acting through its office at Domstraβe 18, 20095, Hamburg, Germany
(the "Security Trustee"); and



 


		(7)	COMMERZBANK AG, acting through its office at Kaiserstrasse 16, 60621, Frankfurt am Main,
Germany (the "Swap Bank").



 


BACKGROUND


 


		(A)	By a loan agreement dated 12 August 2011 (as amended and restated by two amending and restating
agreements dated 8 February 2013 and 13 May 2015, respectively the “Loan Agreement”) and made between (i) the
Borrower, (ii) the Lenders, (iii) the Agent, (iv) the Arranger, (v) the Security Trustee, and (vi) the Swap Bank, the Lenders have
made available to the Borrower a secured term loan facility of (originally) up to US$57,000,000.



 


		(B)	On 18 August 2011 the Lenders advanced to the Borrower the total amount of US$57,000,000 and as
at the date of this Agreement, the principal amount of the loan facility outstanding is US$38,237,500.



 


		(C)	The Borrower has requested that the Lenders consent to the sale of the Ships on the basis the expected
sale proceeds are significantly less than the principal outstanding amount of the Loan as referred to in Recital (B) above.



 


		(D)	The Lenders have, subject to the terms and conditions outlined in this Agreement, consented to
the sale of the Ships and to the release of the Borrower, the Owners and the Approved Manager from their obligations under the
Loan Agreement and the other Finance Documents in accordance with the terms of this Agreement.



 


		(E)	This Agreement supersedes the settlement agreement dated 22 October 2015 entered into between the
parties to this Agreement (the “Previous Settlement Agreement”) and neither party shall have any continuing
obligations under the Previous Settlement Agreement.



 




     


     


    

 


IT IS AGREED AS FOLLOWS:


 


		1	Interpretation



 


		1.1	Defined expressions



 


Words and expressions
defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the
context otherwise requires.


 


		1.2	Definitions



 


"Buyer”
means, Oldendorff Carriers GmbH & Co. KG Willy-Brandt-Allee 6, 23554 Luebeck, Germany;


 


"Expiry
Date” means, in the case of:


 


		(a)	“SAPPHIRE SEAS” and “DIAMOND SEAS”, 15 December 2015; and



 


		(b)	“PEARL SEAS”, the Final Expiry Date;



 


"Final
Expiry Date” means 15 January 2016;


 


"First
Ship” means the first Ship to be sold and delivered to the Buyer;


 


“MOA”
means, in respect of a Ship, the memorandum of agreement dated 9 November 2015 (as amended and/or supplemented from time to time)
and made between the Owner of that Ship and the Buyer;


 


“Net
Proceeds” means, in the case of:


 


		(a)	“DIAMOND SEAS”, US$3,412,500;



 


		(b)	“SAPPHIRE SEAS”, US$3,412,500; and



 


		(c)	“PEARL SEAS, US$4,875,000;



 


“Purchase
Price” means, in the case of:


 


		(a)	“DIAMOND SEAS”, US$3,500,000;



 


		(b)	“SAPPHIRE SEAS”, US$3,500,000; and



 


		(c)	“PEARL SEAS”, US$5,000,000;



 


"Second
Ship” means the second Ship to be sold and delivered to the Buyer;


 


"Third
Ship” means the third Ship to be sold and delivered to the Buyer.


 


		2	Undertakings



 


		2.1	Each Owner and the Borrower jointly and severally undertake as
follows:



 


		(a)	to take all necessary actions within their control in order to ensure that all the Ships are irrevocably
and unconditionally delivered to the Buyer by no later than the Expiry Date;



 


		(b)	upon the successful delivery of a Ship to the Buyer, to ensure that the Net Proceeds for that Ship
is paid to the Earnings Account of that Ship;



 




    	 	2	 



     


    

 


		(c)	to sell the Ships for cash on normal commercial arm’s length terms and for the Purchase Price
relevant to it;



 


		(d)	to keep the Agent regularly updated regarding the sale process of each Ship;



 


		(e)	to send the Agent, promptly after the execution of the same, a copy of each MOA duly signed by
the parties thereto;



 


		(f)	to confirm in writing on or before the date of this Agreement that no outstanding claim or claims
against the insurers or any Approved Charterer in connection with any Ship remains unpaid;



 


		(g)	to ensure that upon receipt of the Net Proceeds of a Ship, such Net Proceeds are applied (and the
Borrower and each Owner irrevocably and unconditionally authorise the Agent to make such application on their behalf) in prepayment
of the Loan (with the Net Proceeds being applied pro rata against the then outstanding Repayment Instalments in each case in accordance
with clauses 8.11, 8.13 and 8.14 of the Loan Agreement) Provided that if the aggregate of the Net Proceeds of all Ships
is not applied in accordance with this Clause 2.1(g), the Lenders shall be entitled to demand payment of any accrued interest in
respect of the amount prepaid in accordance with clause 8.9 of the Loan Agreement; and



 


		(h)	to ensure that by no later than the Final Expiry Date, the Loan is prepaid by an amount equal to
the aggregate of the Net Proceeds of all the Ships whose sale has been successfully completed.



 


		3	Lenders’ Agreement



 


		3.1	In consideration of the undertakings of the Borrower as set out
in Clauses 2, the Creditor Parties agree as follows:



 


		(a)	upon the conclusion of the sale of each Ship to the Buyer by no later than the Expiry Date (which
for the purposes of this Clause 3.1(a) will be considered to occur upon the Agent receiving from its lawyers a confirmation that
(a) the escrow release in respect of the payment of the deposit due under the MOA and (b) the protocol of delivery and acceptance
concerning the balance due under the MOA have been signed by the relevant Owner and the Buyer, and have been unconditionally and
irrevocably released to the Agent’s lawyers) determined in accordance with Clause 2, to release the Mortgage in respect thereof;



 


		(b)	upon the conclusion of the sale of each Ship (but following the making of the applicable prepayment
of the Loan determined in accordance with Clause 2.1(g) of this Agreement), the Lenders shall, subject to the Borrower being in
compliance with its obligations under or in connection with this Agreement, reduce the Loan by the amounts set out in Schedule
1 to this Agreement and such amounts shall be applied against the Loan in inverse order of maturity (first in reduction of the
Balloon Instalment);



 


		(c)	upon the conclusion of the sale of all Ships and following the making of all the prepayments referred
to in Clause 2.1 and after reduction of the Loan in accordance with Clause 3.1. (b) and provided that the Borrower has complied
with all its obligations and undertakings under this Agreement, to (i) release the Borrower from its obligation to repay the Loan
and any other obligations under the Loan Agreement, (ii) re-assign to the Borrower all Security Interests created by the Finance
Documents to which it is a party, (iii) release the Owners from all their obligations under any Finance Document to which they
are a party, (iv) re-assign to the Owners all Security Interests created by the Finance Documents to which each Owner is a party,
(v) release the Approved Manager from all its obligations under the Manager’s Undertakings and (vi) re-assign to the Approved
Manager all Security Interests created by the Manager’s Undertakings.



 




    	 	3	 



     


    

 


		4	Representations and Warranties



 


		4.1	The Borrower and each Owner represent and warrant to the Agent as follows.



 


		4.2	The Borrower and each Owner have taken all corporate action and obtained all consents necessary
for them to execute this Agreement and to make all payments contemplated by, and to comply with, this Agreement.



 


		4.3	All consents referred to in Clause 4.2 remain in force and nothing has occurred which makes it
liable for revocation.



 


		4.4	The execution by the Borrower and each Owner of this Agreement constitutes the Borrower’s
and that Owner’s legal, valid and binding obligations enforceable against the Borrower and that Owner in accordance with
its respective terms and/or will not involve or lead to a contravention of:



 


		(a)	any law or regulation; or



 


		(b)	the constitutional documents of the Borrower or any Owner; or



 


		(c)	any contractual or other obligation or restriction which is binding on the Borrower or any Owner
or any of their assets.



 


		4.5	No claims against any insurers or any Approved Charterer in respect of any Ship remain pending
or unpaid.



 


		5	Confidentiality and Non-Disclosure



 


		5.1	The terms and conditions of this Agreement, including its existence,
shall remain strictly private and confidential and shall not be disclosed by the parties to any third party (with the exception
of their legal advisers or as required by law or regulation (including, but not limited to any applicable regulations of the US
Securities Exchange Commission and the applicable accounting standards) or for the purposes of the enforcement of this Agreement
and it is hereby agreed that the Borrower may make the following announcement in connection with the arrangements outlined in this
Agreement:



 


“On 8 December 2015, Paragon
Shipping Inc. entered into an agreement with Commerzbank AG for the full and final satisfaction of all amounts outstanding under
a US$57,000,000 facility, of which approximately US$38,237,500 is currently outstanding, in exchange for the net sale proceeds
of the mortgaged vessels, namely m.vs. “DIAMOND SEAS”, “PEARL SEAS” and “SAPPHIRE SEAS” (the
“Vessels”). The Vessels have been committed for sale to an unaffiliated third party under separate Memoranda
of Agreement and are expected to be delivered to their buyer by 12 February 2016.”.


 


		6	Reservation of Rights



 


		6.1	The terms of this Agreement shall be without prejudice to all
of the Creditor Parties’ rights under the Loan Agreement and Finance Documents which rights the Creditor Parties fully reserve
until due performance of all of the terms of this Agreement and any forbearance or delay by the Creditor Parties in exercising
such rights shall in no way amount to or be construed as a waiver by the Creditor Parties of such rights.



 


		6.2	For the avoidance of any doubt, the Borrower shall continue to
remain liable in respect of all its obligations and liabilities under or in connection with the Loan Agreement until it is released
pursuant to Clause 3.1(c).



 




    	 	4	 



     


    

 


		7	Incorporation of Loan Agreement Terms



 


		7.1	The provisions of Clauses 20.2, 20.3 and 28 of the Loan Agreement
shall apply (with all logical modifications) to this Agreement as if the references therein to “this Agreement” or
“a/the Finance Document/s” were references to this Agreement. 



 


		8	Events of Default



 


		8.1	The Borrower and each Owner acknowledge and agree that if any
of them fails to satisfy any obligations undertaken by it under this Agreement in a timely manner or the Ships are not delivered
to the Buyer by the relevant Expiry Date for reasons that are within the Borrower’s or any Owner’s control, such failure
shall constitute an Event of Default entitling the Creditor Parties to take any of the actions referred to in Clause 19.2 of the
Loan Agreement. 



 


		9	Governing Law and Jurisdiction



 


		9.1	The terms of this Agreement shall be governed by and construed
in accordance with English law and the terms of Clause 30 of the Loan Agreement shall apply (with all logical modifications) to
this Agreement as if all references therein to “this Agreement” were references to this Agreement.



 




    	 	5	 



     


    

 


Schedule
1


 


Amounts


 


	 	 	Debt Cut	 
	 	 	 	 
	First Ship	 	US$	2,500,000	 
	 	 	 	 	 
	Second Ship	 	US$	3,000,000	 
	 	 	 	 	 
	Third Ship	 	US$	21,037,500	 



 




    	 	6	 



     


    

 


Execution
Pages


 


	BORROWER	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by PARAGON SHIPPING INC.	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	OWNERS	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by READING NAVIGATION CO.	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by DONNA MARINE CO.	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by PROTEA INTERNATIONAL INC.	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	LENDERS	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by COMMERZBANK AG	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)


 




    	 	7	 



     


    

 


	AGENT	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by COMMERZBANK AG	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	ARRANGER	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by COMMERZBANK AG	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	SECURITY TRUSTEE	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by COMMERZBANK AG	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)
	 	 
	SWAP BANK	 
	 	 
	EXECUTED and DELIVERED as a DEED	)
	by COMMERZBANK AG	)
	acting by	)
	its duly authorised	)
	attorney-in-fact in the presence of:	)


 




    	 	8