Exhibit 10.4


 




 





INITIAL
PURCHASER


 


REGISTRATION
RIGHTS AGREEMENT


 


dated as
of November 21, 2006


 


PARAGON
SHIPPING INC.


 




 
























 


TABLE OF
CONTENTS


 


 


	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
  DEMAND REGISTRATION

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
   

  	
  Requests for
  Registration

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
   

  	
  Number of Demand Registrations;
  Expenses

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
   

  	
  Effective Registration
  Statement

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
   

  	
  Priority on Demand
  Registrations

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
   

  	
  Selection of
  Underwriters

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
   

  	
  Revocation of Request
  for Demand Registration

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  PIGGY-BACK REGISTRATIONS

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
   

  	
  Right to Piggy-back

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
   

  	
  Piggy-back Expenses

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
   

  	
  Priority on Company
  Registrations

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
   

  	
  Priority on
  Securityholder Registrations

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  REGISTRATION PROCEDURES

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  REGISTRATION EXPENSES

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  Registration Expenses

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
   

  	
  Counsel

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
   

  	
  Underwriting Discounts
  and Commissions

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  INDEMNIFICATION

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
   

  	
  Indemnification by the
  Company

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
   

  	
  Indemnification by
  Holders

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
   

  	
  Conduct of
  Indemnification Proceedings

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
   

  	
  Indemnity in
  Underwriting Agreement

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
   

  	
  Contribution

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  TRANSFER RESTRICTIONS

  	
  12

  



 


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  ARTICLE VII

  	
   

  	
  ADDITIONAL REGISTRATION
  RIGHTS

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  DEFINITIONS

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  MISCELLANEOUS

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
   

  	
  Amendments and Waivers

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
   

  	
  Successors and Assigns

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
   

  	
  Remedies

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.4

  	
   

  	
  Notices

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.5

  	
   

  	
  Effective Date

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.6

  	
   

  	
  Headings

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.7

  	
   

  	
  Gender

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.8

  	
   

  	
  Invalid Provisions

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.9

  	
   

  	
  Controlling Law

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.10

  	
   

  	
  Counterparts

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.11

  	
   

  	
  Entire Agreement

  	
  17

  



 


Schedule A — List of
Initial Purchasers


 


ii





















 


REGISTRATION
RIGHTS AGREEMENT, dated as of November 21, 2006, by and among
Paragon Shipping Inc., a Marshall Islands corporation (the “Company”),
and the Initial Purchasers as listed on Schedule A hereto.


 


RECITALS


 


WHEREAS,
pursuant to the Purchase Agreement, dated November 15, 2006 (the “Purchase
Agreement”), by and among the Company and the Initial Purchasers, the
Company is issuing to the Initial Purchasers Units (the “Units”)
consisting of one share of Class A Common Stock and one-fifth of one Warrant of
the Company as compensation for their services;


 


WHEREAS,
in connection with the Purchase Agreement, the Company has agreed to provide
the Initial Purchasers with the registration rights set forth in this
Agreement; and


 


WHEREAS,
this Agreement, with respect to each Holder, shall be effective and enforceable
against such Holder as of the Effective Date.


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


ARTICLE I

DEMAND REGISTRATION


 


1.1    Requests
for Registration. At any time later than 180 days after the
Closing Date, any of the Holders may request in writing registration under the
Securities Act of all or part of their Registrable Securities on Form F-1 or
any similar long-form Registration Statement (a “Long-Form Registration”);
or (ii) on Form F-3 or any similar short form Registration Statement if the
Company qualifies to use such short form (a “Short-Form Registration”).
The Company shall have the right to delay the registration of the Registrable
Securities for no more than four months from the date of the receipt of the
request in writing if (a) an investment banking firm of recognized national
standing shall advise the Company and any Holder that effecting the
registration would materially and adversely affect an offering of securities of
the Company which had been contemplated and with respect to which a
registration statement in good faith was contemplated to be filed within 45
days or would materially and adversely affect any other material transaction
which had been anticipated by the Company or (b) the Company is in possession
of material non-public information the disclosure of which during the period
specified in such notice the Company believes, in good faith after seeking
advice of counsel, would be substantially disadvantageous to the Company; provided,
however, that the Company shall have such right to delay the
registration only once within any 12-month period. Each request in writing for
registration under the Securities Act will specify the number of Registrable
Securities proposed to be sold and will also specify the intended method of
disposition thereof. All registrations requested pursuant to this Section 1.1
are referred to herein as “Demand Registrations.” Within ten days after
receipt of any such request for a Demand Registration, the Company will give
written notice of such request to all other holders of


 


 





















 


Registrable Securities.
As soon as practicable thereafter, the Company will use its best efforts to
effect the registration under the Securities Act of all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within 15 days after the receipt of the Company’s notice, subject to
the provisions of Section 1.4.


 


1.2    Number of
Demand Registrations; Expenses.


 


(a)     Subject
to Section 1.3, the Company shall have no obligation to effect more than one
(1) Long-Form Registration at the request of the Holders; provided, however,
that in the event that the Company does not qualify for use of a Short-Form
Registration after the filing of such Long-Form Registration, the Holders shall
have the right to request that the Company effect one (1) additional Long-Form
Registration in each 12 month period until the Company shall so qualify for use
of a Short-Form Registration. In addition to the Long-Form Registrations, the
Holders will each be entitled to request one (1) Short-Form Registration in any
12 month period.


 


(b)     The
Company will pay all Registration Expenses in connection with each Demand
Registration, including any Registration Statement in connection with any
Demand Registration that is not deemed to be effected pursuant to the
provisions of Section 1.3 hereof.


 


(c)     At
the request of any Holder, the Company shall prepare and file, from time to
time, amendments and supplements to each Prospectus included in a Registration
Statement filed pursuant hereto or, if necessary, an amendment to such a
Registration Statement to reflect any changes in the identities of the selling
securityholders, or information relating to the selling securityholders, or in
the plan of distribution for any Registrable Securities.


 


1.3    Effective
Registration Statement. A registration demanded pursuant to
Section 1.1 of this Agreement shall not be deemed to have been effected (i) unless
a Registration Statement with respect thereto has been declared effective by
the Commission and the Company has complied in all material respects with its
obligations under this Agreement with respect thereto, (ii) if after it has
become effective, such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other
governmental agency or court for any reason and, as a result thereof, the
Registrable Securities covered thereby have not been sold, (iii) the
Registration Statement does not remain effective for a period of at least nine
(9) months beyond the effective date thereof or, with respect to an
underwritten offering of Registrable Securities, until 45 days after the
commencement of the distribution by the holders of the Registrable Securities
included in such Registration Statement or (iv) if after any Registration
Statement requested pursuant to Section 1.1 becomes effective the Maximum
Offering Size (as defined below) is reduced in accordance with Section 1.4 such
that less than 75% of the Registrable Securities of the Holders requested to be
included in such registration are included. If a registration requested
pursuant to this Article I is deemed not to have been effected as provided in this
Section 1.3, then the Company shall continue to be obligated to effect the
number of Demand Registrations set forth in Section 1.2(a) without giving
effect to such requested registration.


 


1.4    Priority
on Demand Registrations. If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that in their


 


2


















 


opinion
the number of Registrable Securities and other securities requested to be
included exceeds the number of Registrable Securities and other securities
which can be sold in such offering within a price range acceptable to the
holders of a majority (by number of Registrable Securities) of the Registrable
Securities held by the Holders requested to be included in such registration
(the “Maximum Offering Size”), the Company will include in such
registration, (i) first, the Registrable Securities of the Holders requested to
be included in such registration, pro rata among the Holders based upon the
number of securities which each Holder proposes to sell, (ii) second, if all
Registrable Securities requested to be included in such registration by the
Holders are included in such registration, the Registrable Securities of the
Company requested to be included in such registration, (iii) third, if all the
Registrable Securities of the Company requested to be included in such
registration are included in the registration, the Registrable Securities of
holders other than the Holders requested to be included in such registration,
pro rata, based upon the number of securities which each such securityholder
proposes to sell, and (iv) fourth, if all Registrable Securities requested to
be included in such registration are included in the registration, other
securities requested to be included in such registration.


 


1.5    Selection of Underwriters.


 


(a)    If pursuant to the written
notice referred to in Section 1.1 the Holders elect to sell their Registrable
Securities in the form of an underwritten offering, the investment banker(s)
and managing underwriter(s) that will administer such offering will be selected
by the Holders, acting by majority based on the number of Registrable
Securities requested to be included in such registration; provided, however,
that such investment banker(s) and managing underwriter(s) must be reasonably
satisfactory to the Company.


 


(b)    No Holder may participate
in an underwritten offering unless such Holder (i) agrees to sell its
Registrable Securities on the basis reasonably provided in any underwriting
arrangements approved by the Holder’s entitled hereunder to approve such
arrangements; and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangement.


 


1.6    Revocation of Request for Demand Registration.
A Holder requesting a registration under Section 1.1 may, at any time prior to
the filing of the registration statement relating to such registration, revoke
such request by providing a written notice to the Company revoking such
request, in which case such request, so revoked, shall not be considered a
Demand Registration.


 


ARTICLE II

PIGGY-BACK REGISTRATIONS


 


2.1    Right to Piggy-back. If the Company
proposes to register any of its equity securities under the Securities Act for
sale to the public (other than pursuant to a Demand Registration), and the
registration form to be used may be used for the registration of Registrable
Securities (a “Piggy-back Registration”), the Company will give prompt
written notice to each


 


3





















 


Holder
of its intention to effect such a registration and will include in such
registration (and in any underwritten offering related thereto) all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 10 days after the receipt of the Company’s notice; provided,
however, that the number of Registrable Securities to be sold by the
Holders shall be limited to 30% of the total number of securities proposed to
be sold pursuant to such Piggy-back Registration. Such requests for inclusion
shall specify the number of Registrable Securities intended to be disposed of
and the intended method of distribution thereof.


 


2.2    Piggy-back Expenses. The Registration
Expenses of the Holders will be paid by the Company in all Piggy-back
Registrations.


 


2.3    Priority on Company Registrations. If a
Piggy-back Registration is an underwritten registration on behalf of the
Company, and the managing underwriters advise the Company in writing that in
their good faith opinion the number of securities requested to be included in
such registration exceeds the largest number of securities which can be sold
without having a material adverse effect on such offering, including the price
at which such securities can be sold, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the securities requested to be included therein by the holders of the
Company’s securities (other than the Holders) and (iii) third, the Registrable
Securities requested to be included in such registration. If a reduction in the
number of Registrable Securities is required pursuant to the preceding
sentence, the Company shall be required to include in the underwriting only
that lower number of Registrable Securities, and the Holders who have requested
registration shall participate in the underwriting pro rata based upon the
number of Registrable Securities requested to be registered by the Holders.


 


2.4    Priority on Securityholder Registrations.
If a Piggy-back Registration is not a Demand Registration pursuant to Article I
but is an underwritten secondary registration on behalf of holders of the
Company’s securities (other than the Holders), and the managing underwriters
advise the Company in writing that in their good faith opinion the number of
securities requested to be included in such registration exceeds the largest
number of securities which can be sold without having a material adverse effect
on such offering, including the price at which such securities can be sold, the
Company will include in such registration (i) first, the securities requested
to be included therein by the Holders requesting such registration, (ii)
second, the securities the Company desires to sell and (ii) third, the
Registrable Securities requested to be included in such registration. If a
reduction in the number of Registrable Securities is required pursuant to the
preceding sentence, the Company shall be required to include in the
underwriting only that lower number of Registrable Securities, and the Holders
who have requested registration shall participate in the underwriting pro rata
based upon the number of Registrable Securities requested to be registered by
the Holders.


 


ARTICLE III

REGISTRATION PROCEDURES


 


Whenever the Holders have requested that any Registrable Securities be
registered as permitted pursuant to this Agreement, the Company will use its
best efforts to effect


 


4





















 


the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof as quickly as practicable, and pursuant
thereto the Company will as expeditiously as possible (or, in the case of
clause (1) below, will not):


 


(a)    promptly prepare and file
with the Commission a Registration Statement with respect to such Registrable
Securities (such Registration Statement to include all information which the
Holders requesting registration thereby shall reasonably request) and use its
best efforts to cause such Registration Statement to become and remain effective
until the completion of the distribution contemplated thereby; provided,
however, that as promptly as practicable prior to filing a Registration
Statement or Prospectus or any amendments or supplements thereto, the Company
will (i) furnish to each Holder copies of such registration statement or
prospectus (or amendment or supplement) as proposed to be filed (including,
upon the request of a Holder, documents to be incorporated by reference
therein) which documents will be subject to the reasonable review and comments
of such Holder (and its counsel) during such period, and (ii) notify each
Holder covered by such Registration Statement of (x) any request by the
Commission to amend such Registration Statement or amend or supplement any
Prospectus, or (y) any stop order issued or threatened by the Commission, and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered;


 


(b)    (i) prepare and file with
the Commission such amendments and supplements to such Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective until all Registrable Securities covered
by such Registration Statement are sold in accordance with the intended plan of
distribution set forth in such Registration Statement and (ii) comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement;


 


(c)    furnish to each seller of
Registrable Securities, without charge, such number of conformed copies of such
Registration Statement, each amendment and supplement thereto, the Prospectus
included in such Registration Statement (including each preliminary Prospectus
and, in each case including all exhibits) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities covered by such Registration Statement;


 


(d)    use its best efforts to
register or qualify such Registrable Securities under such other securities or “blue
sky” laws of such jurisdictions as any seller thereof or, in the case of an
underwritten public offering, the managing underwriter, shall reasonably
request, to keep such registration or qualification in effect for so long as
such Registration Statement remains in effect and do any and all other acts and
things which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller, provided, however, that the Company will
not be required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this clause (d), (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction;


 


5





















 


(e)    in the event of an underwritten public
offering, furnish to each seller of Registrable Securities a signed copy,
addressed to such seller and the underwriters, of an opinion of counsel for the
Company dated the effective date of such Registration Statement and dated the
date of the closing under the underwriting agreement, stating that such
registration statement has become effective under the Securities Act and that
(A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act, (B)
the registration statement, the related prospectus and each amendment or
supplement thereto comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters;


 


(f)     notify each seller of Registrable
Securities, at a time when a Prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event known to the
Company as a result of which the Prospectus included in such Registration
Statement, as then in effect, contains an untrue statement of a material fact
or omits to state any fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under which
they were made, and, at the request of any such seller, the Company will
prepare and furnish such seller a reasonable number of copies of a supplement
to or an amendment of such Prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made;


 


(g)    use its reasonable best efforts to obtain
the qualification of all such Registrable Securities for trading on each
securities exchange or automated quotation system on which the Registrable
Securities are then listed or quoted and, in furtherance thereof, will register
the Registrable Securities as a class under Section 12(b) or 12(g), as
applicable, of the Exchange Act;


 


(h)    provide a transfer agent and registrar for
all such Registrable Securities not later than the effective date of such
Registration Statement;


 


(i)     in the event of an underwritten public
offering, use its best efforts to obtain a “comfort” letter, dated the
effective date of such Registration Statement and dated the date of the closing
under the underwriting agreement, signed by the independent public accountants
who have certified the Company’s financial statements, addressed to each
seller, and to the underwriters, if any, stating that they are independent
public accountants within the meaning of the Securities Act and that, in the
opinion of such accountants, the financial statements of the Company included
in the registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to
the period ending no more than five (5) Business


 


6





















 


Days prior to the date of
such letter) with respect to such registration as such underwriters reasonably
may request;


 


(j)     otherwise use its best efforts to comply
with all applicable rules and regulations of the Commission and make available
to its securityholders, in each case as soon as practicable, an earning
statement covering a period of at least twelve months, beginning with the first
month after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of the Securities Act;


 


(k)    promptly notify the Holders of (i) the
issuance of any stop order by the Commission or the issuance by any state
securities commission or other regulatory authority of any order suspending the
qualification or exemption from qualification of any of the Registrable
Securities under state securities or “blue sky” laws, or the initiation or
threatening of any proceeding for such purpose, or (ii) any request by the
Commission for amendments or post-effective amendments to the registration
statement or supplements to the prospectus or for additional information; and
use every reasonable effort to obtain the lifting at the earliest possible time
of any stop order suspending the effectiveness of any Registration Statement or
of any such other order;


 


(1)    at any time file or make any amendment to a
Registration Statement, or any amendment of or supplement to a Prospectus
(including amendments of the documents incorporated by reference into the
Prospectus), of which each seller of Registrable Securities or the managing
underwriters shall not have previously been advised and furnished a copy or to
which the sellers of Registrable Securities, the managing underwriters, or
counsel for such sellers or for the underwriters shall reasonably object;


 


(m)   during the period when the Prospectus is
required to be delivered under the Securities Act, promptly file all documents
required to be filed with the Commission pursuant to Section 13 (a), 13(c), 14
or 15 (d) of the Exchange Act;


 


(n)    make available for inspection by any Holder,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by any
such Holder or underwriter (collectively, the “Inspectors”), all financial
and other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary to enable
them to exercise their due diligence responsibility, and shall use its
reasonable best efforts to cause (i) the Company’s officers, directors and
employees to supply all information reasonably requested by any Inspectors and
(ii) in the event of an underwritten public offering, the senior management of
the Company and its subsidiaries to participate in any “road show”
presentations to investors, in each case in connection with such registration
statement. Each such Holder agrees that information obtained by it as a result
of such inspections shall be deemed confidential and shall not be used by it as
the basis for any market transactions in the securities of the Company or its
Affiliates unless and until such information is made generally available to the
public. Each such Holder further agrees that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of the Records deemed


 


7














 


confidential; provided,
that the Company’s obligation to make the Records available to any underwriter
shall be conditioned on comparable confidentiality undertakings by such
underwriter; and


 


(o)    with a view to making available to the
Holders the benefits of certain rules and regulations of the Commission which
permit the sale of Registrable Securities to the public without registration,
the Company agrees to (i) make and keep public information available as those
terms are understood and defined in Rule 144 promulgated under the Securities
Act (“Rule 144”)(including paragraph (c)(2) of such Rule), (ii) file
with the Commission in a timely manner reports and other documents, if any,
required of the Company under the Securities Act and the Exchange Act and (iii)
furnish to the Holders forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144, and
of the Securities Act and the Exchange Act (if applicable), a copy of the most
recent annual or quarterly report of the Company filed with the Commission, if
any, and such other reports and documents of the Company and other information
in the possession of or reasonably obtainable by the Company as the Holders may
reasonably request in availing themselves of any rule or regulation of the
Commission allowing the Holders to sell securities without registration.


 


ARTICLE IV

REGISTRATION EXPENSES


 


4.1    Registration
Expenses. All expenses (the “Registration
Expenses”) incident to the Company’s performance of or
compliance with this Agreement (other than any underwriting discounts and
commissions) will be borne by the Company, regardless of whether a Registration
Statement becomes effective, including without limitation: (i) all registration
and filing fees (including, without limitation, fees and expenses (x) with
respect to filings required to be made with the National Association of
Securities Dealers, Inc. and (y) with the Commission and otherwise relating to
compliance with federal and state securities laws ), (ii) printing expenses
(including, without limitation, expenses of printing any Registration
Statement, Prospectus and any supplement or amendment thereto and certificates
for Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus or any supplement or amendment thereto delivered to any
Holders hereunder, (iv) fees and disbursements of counsel for the Company in
connection with a Registration Statement (subject to Section 4.2), (v)
reasonable fees and disbursements of the transfer agent and registrar for the
Registrable Securities, (vi) Securities Act liability insurance obtained by the
Company in its sole discretion and (vii) fees and disbursements of all
independent certified public accountants (including the expenses of any annual
audit and “cold comfort” letters required by or incident to such performance).
The Company will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties) and the fees and expenses of any Person, including
special experts, retained by the Company.


 


4.2    Counsel.
In connection with any Registration Statement required by this Agreement
regardless of whether a Registration Statement becomes effective, the Company
will reimburse the Holders who are reselling Registrable Securities for the
reasonable fees and


 


8





















 


disbursements
of not more than one counsel, which firm shall be chosen by the a majority of
the Holders for whose benefit such Registration Statement is being prepared.


 


4.3    Underwriting Discounts and Commissions.
The Company shall have no obligation to pay any underwriting discounts or
commissions attributable to the sale of Registered Securities, which expenses
will be borne by all sellers of securities included in such registration in
proportion to the aggregate selling price of the securities to be so registered
by each seller.


 


ARTICLE V

INDEMNIFICATION


 


5.1    Indemnification by the Company. The
Company agrees to indemnify and hold harmless, to the fullest extent permitted
by law, each Holder covered by any Registration Statement referred to herein,
each underwriter for any such Holder, the general partners, limited partners,
stockholders, members, officers, directors, managers, employees and agents of
such Holder or underwriter, and each Person, if any, who controls such Holder
or underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, together with the general partners, limited
partners, stockholders, members, officers, directors, managers, employees and
agents of such controlling Person (collectively, the “Controlling Person”),
from and against any loss, claim, damage, liability, reasonable attorneys’
fees, cost or expense and reasonable costs and expenses of investigating and
defending any such claim and any action in respect thereof (collectively, the “Damages”)
to which such Holder or underwriter, its general partners, limited partners,
stockholders, members, officers, directors, managers, employees and agents, and
any such Controlling Person may become subject under the Securities Act or
otherwise, insofar as such Damages (or proceedings in respect thereof) arise
out of, or are based upon, any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or Prospectus or any
preliminary Prospectus, or arises out of, or are based upon, any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances in which they were made; provided, that this indemnity
does not apply to any loss, liability, claim, damage or expense to the extent
arising out of an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Holder or
underwriter expressly for use in the preparation of any Registration Statement
(or any amendment or supplement thereto), including all documents incorporated
therein by reference, or in any preliminary Prospectus or Prospectus (or any
amendment or supplement thereto); and provided, further, that the
Company will not be liable to any Holder or underwriter under the indemnity
agreement in this Section 5.1, with respect to any preliminary Prospectus or
the final Prospectus or the final Prospectus as amended or supplemented, as the
case may be, to the extent that any such loss, liability, claim, damage or
expense of such controlling Person, Holder or underwriter results from the fact
that such Holder or underwriter sold Registrable Securities to a Person to whom
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the final Prospectus or of the final Prospectus as then amended
or supplemented,


 


9





















 


whichever
is most recent, if the Company has previously and timely furnished copies
thereof to such Holder or underwriter. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Holder, underwriter or any such director, officer, general partner, or other
controlling person and shall survive the transfer of such securities by such
seller.


 


5.2    Indemnification by Holders. In
connection with any Registration Statement in which a Holder is participating,
each such selling Holder agrees to indemnify and hold harmless (in the same
manner and to the same extent as set forth in Section 5.1 of this Agreement),
to the extent permitted by law, the Company, its officers, directors, managers,
employees and agents and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, together with the general partners, limited partners, stockholders,
members, officers, directors, managers, employees and agents of such
controlling Person, with respect to any statement or alleged statement in or
omission or alleged omission from such Registration Statement or Prospectus or
any amendment or supplement thereto, or any preliminary Prospectus, if such
statement or alleged statement or omission or alleged omission was made about
such Holder in reliance upon or in conformity with written information
furnished to the Company by or on behalf of such Holder, specifically stating
that it is for use in the preparation of such Registration Statement or
Prospectus or any amendment or supplement thereto, or any preliminary
Prospectus. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Company or any of its directors,
officers or controlling Persons and shall survive the transfer of such
securities by such Holder. In no event shall any Holder be liable for indemnity
which is greater than the net proceeds received by such Holder from the sale
involving the Registration Statement giving rise to such indemnity hereunder.


 


5.3    Conduct
of Indemnification Proceedings. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding involving a claim referred to in Section 5.1 or Section 5.2 of
this Agreement, such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give written notice to the latter of
the commencement of such action; provided, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under Section 5.1 or Section 5.2 of this
Agreement except to the extent that the indemnifying party is actually prejudiced
by such failure to give notice. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in
and to assume the defense thereof, jointly with any other indemnifying party
similarly notified, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, in which case the indemnifying
party shall not be liable for the fees and expenses of (i) more than one
counsel for the Holders (which counsel shall be reasonably satisfactory to the
Company) or (ii) more than one counsel for the Company in connection with any
one action or separate but similar or related


 


10





















 


actions.
An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim will not be obligated to pay the fees and expenses of, more
than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, which counsel shall be selected by the Holders, unless
in the reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such claim, in which event the indemnifying party shall be
obligated to pay the fees and expenses of additional counsel or counsels.
Notwithstanding anything to the contrary set forth herein, and without limiting
any of the rights set forth above, in any event any party shall have the right
to retain, at its own expense, counsel with respect to the defense of a claim.
The indemnifying party will not, without the prior written consent of each
indemnified party, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action, suit or proceeding in respect of
which indemnification may be sought hereunder (whether or not such indemnified
party or any Person who controls such indemnified party is a party to such
claim, action, suit or proceeding), unless such settlement, compromise or
consent includes an unconditional release of such indemnified party from all
liability arising out of such claim, action, suit or proceeding and does not
attribute any fault to the indemnifying party. Whether or not the defense of
any claim or action is assumed by the indemnifying party, such indemnifying
party will not be subject to any liability for any settlement made without its
consent, which consent will not be unreasonably withheld.


 


5.4    Indemnity in Underwriting Agreement.
The Company and each Holder requesting registration shall provide for the
foregoing indemnity (with appropriate modifications) in any underwriting
agreement with respect to any required registration or other qualification of
securities under any federal or state law or regulation of any governmental
authority other than the Securities Act.


 


5.5    Contribution. If the indemnification
provided for in Sections 5.1 and 5.2 of this Agreement are unavailable or
insufficient to hold harmless an indemnified party under such Sections, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in Section 5.1 or Section 5.2 of this Agreement in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand, and the indemnified party on the other. The relative fault shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the indemnifying
party or the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statements or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 5.5 were to be determined
by pro rata or per capita allocation (even if the underwriters were treated as
one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in the second
sentence of this Section 5.5. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this Section 5.5 shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim (which shall be limited as
provided in Section 5.3 of this Agreement if the indemnifying party has assumed


 


11





















 


the
defense of any such action in accordance with the provisions thereof) which is
the subject of this Section 5.5. Promptly after receipt by an indemnified party
under this Section 5.5 of notice of the commencement of any action against such
party in respect of which a claim for contribution may be made against an
indemnifying party under this Section 5.5, such indemnified party shall notify
the indemnifying party in writing of the commencement thereof if the notice
specified in Section 5.3 of this Agreement has not been given with respect to
such action; provided, that the omission to so notify the indemnifying
party shall not relieve the indemnifying party from any liability which it may
otherwise have to any indemnified party under this Section 5.5, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. The Company and each Holder of Registrable Securities agrees with
each other and the underwriters of the Registrable Securities, if requested by
such underwriters, that (i) the underwriters’ portion of such contribution
shall not exceed the underwriting discount and (ii) that the amount of such
contribution shall not exceed an amount equal to the net proceeds actually
received by such indemnifying party from the sale of Registrable Securities in
the offering to which the losses, liabilities, claims, damages or expenses of
the indemnified parties relate. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11 of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


ARTICLE VI

TRANSFER RESTRICTIONS


 


Each Initial Purchaser of the Registrable Securities, by its acceptance
thereof, agrees that it will not sell, transfer, assign, pledge, hypothecate or
otherwise dispose of the Registrable Securities for a period of 180 days
following the Effective Date; provided, however, that such
Initial Purchaser may transfer or assign the Registrable Security in whole or
in part to (a) within the initial 180-day period following the Effective Date,
(i) any Initial Purchaser, or (ii) a bona fide officer or partner of any such
Initial Purchaser and (b) following the expiration of the initial 180-day
period, to (i) any Initial Purchaser or a bona fide officer or partner thereof,
or (ii) upon prior written notice to the Company, (x) a subsidiary or affiliate
of an Initial Purchaser, or (y) so long as not transferred in violation of
applicable federal or state securities laws or rules of the National
Association of Securities Dealers, Inc., any other third-party; provided,
that, in each case, such entity, subsidiary, affiliate or third party, as the
case may be, shall agree to be bound by the terms of this Section 6.
Notwithstanding anything in this paragraph to the contrary, on and after the
first anniversary of the Effective Date, transfers to others may be made
subject to compliance with the following paragraph.


 


The Registrable Securities shall not be transferred by any Holder
unless and until (i) the Company has received the opinion of counsel for such
Holder that the Registrable Securities may be transferred pursuant to an
exemption from registration under the Securities Act and applicable state
securities laws, the availability of which is established to the reasonable
satisfaction of the Company, or (ii) a Registration Statement relating to such
securities has been filed by the


 


12


















 


Company
and declared effective by the Commission and compliance with applicable state
securities law has been established to the reasonable satisfaction of the
Company.


 


ARTICLE VII

ADDITIONAL REGISTRATION RIGHTS


 


In addition to this Agreement, the Holders shall also have the
registration rights provided for in that other certain Registration Rights
Agreement, dated November 21, 2006, by and among the Company, Innovation
Holdings S.A. and the Initial Purchasers, as such agreement may be amended,
modified or supplemented from time to time.


 


ARTICLE VIII

DEFINITIONS


 


As used in this Agreement, the following defined terms shall have the
meanings set forth below:


 


“Affiliate” means, with respect to any Person, any other Person
that controls, is controlled by or is under common control with such Person.
For the purposes of this definition, “control” (including, with its correlative
meanings, the terms “controlled by” and “under common control with”), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of securities, by contract or
otherwise.


 


“Business Day” means a day other than Saturday, Sunday or any
day on which banks located in the City of New York are authorized or obligated
to close.


 


“Closing Date” means the date hereof.


 


“Commission” means the U.S. Securities and Exchange Commission.


 


“Class A Common Stock” means the Class A Common Stock, $.001 par
value per share, of the Company.


 


“Company” has the meaning ascribed to it in the forepart of this
Agreement.


 


“Controlling Person” has the meaning ascribed to it in Section
5.1.


 


“Damages” has the meaning ascribed to it in Section 5.1.


 


“Demand Registration” has the meaning ascribed to it in Section
1.1.


 


“Effective Date” means, with respect to any Holder, the date on
which such Holder first owns Registrable Securities.


 


13





















 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any similar federal
statute then in effect, and any reference to a particular section thereof shall
include a reference to the equivalent section, if any, of any such similar
federal statute, and the rules and regulations thereunder.


 


“Holder”
means an Initial Purchaser and each person to whom an Initial Purchaser
transfers Registrable Securities.


 


“Long-Form
Registration” has the meaning ascribed to it in Section 1.1.


 


“Purchase
Agreement” has the meaning ascribed to it in the forepart of this
Agreement.


 


“Person”
means any natural person, corporation, general partnership, limited
partnership, limited liability company, limited liability partnership,
proprietorship, other business organization, trust, union, association or
governmental or regulatory authority.


 


“Piggy-back
Registration” has the meaning ascribed to it in Section 2.1.


 


“Initial
Purchasers” means those parties listed on Schedule A attached hereto and
any of their respective permitted assignees or transferees.


 


“Prospectus”
means the prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any
prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
prospectus.


 


“Registrable
Securities” means (i) any Units, Class A Common Stock, Warrants or Warrant
Shares owned or issuable to any Holder and (ii) any securities issued by the
Company subsequent to the date hereof and deemed to be Registrable Securities
by the Board. As to any particular Registrable Securities, such securities will
cease to be Registrable Securities when they have (x) been effectively
registered under the Securities Act and disposed of in accordance with the
Registration Statement covering them or (y) been transferred pursuant to Rule
144 (or any similar rule then in force) under the Securities Act or been
otherwise transferred and new certificates for them not bearing a restrictive
Securities Act legend have been delivered by the Company and can be sold
without complying with the registration requirements of the Securities Act.
References to “Registrable Securities” herein include any other securities
issued as a dividend or other distribution with respect to Registrable
Securities or as a result of a subdivision, combination, reorganization or
reclassification of any Registrable Securities.


 


“Registration
Expenses” has the meaning ascribed to it in Section 4.1.


 


“Registration
Statement” means any registration statement of the Company filed pursuant
to the Securities Act which covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such


 


14





















 


Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute
then in effect, and any reference to a particular section thereof shall include
a reference to a comparable section, if any, of any such similar federal
statute, and the rules and regulations thereunder.


 


“Short-Form Registration”
has the meaning ascribed to it in Section 1.1.


 


“Unit” has the
meaning ascribed to it in the forepart of this Agreement.


 


“Warrant”
shall mean those warrants issued by the Company to purchase shares of Class A
Common Stock at the price of $10.00 per share.


 


“Warrant Shares”
means the Class A Common Stock issuable upon exercise of the Warrants, the
number of which is subject to adjustment from time to time.


 


ARTICLE IX

MISCELLANEOUS


 


9.1    Amendments
and Waivers. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement will be
effective against the Company or any Initial Purchaser, unless such
modification, amendment or waiver is approved in writing by the Company, on the
one hand, and the Initial Purchasers, on the other hand. The failure of any
party to enforce any of the provisions of this Agreement will in no way be
construed as a waiver of such provisions and will not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms.


 


9.2    Successors
and Assigns. All covenants and agreements in this Agreement by
or on behalf of any of the parties hereto will bind and inure to the benefit of
the respective successors and permitted assigns of the parties hereto whether
so expressed or not. In addition, whether or not any express assignment has
been made, the provisions of this Agreement which are for the benefit of
Initial Purchasers are also for the benefit of, and enforceable by, any subsequent
holder of the Registrable Securities of such Initial Purchaser, except to the
extent reserved to or by the transferor in connection with any such transfer.
Notwithstanding anything contained herein to the contrary, no party may
transfer its rights hereunder to any Person except to an Affiliate of such
Initial Purchaser.


 


9.3    Remedies.
The parties hereto acknowledge and agree that in the event of any breach of
this Agreement, the parties would be irreparably harmed and could not be made
whole by monetary damages. Each party hereto accordingly agrees (i) not to
assert by way of defense or otherwise that a remedy at law would be adequate
and (ii) that the parties agree, in addition to any other remedy to which they
may be entitled, that the remedy of specific performance of this Agreement is
appropriate in any action in court.


 


15





















 


9.4    Notices.
All notices, requests and other communications hereunder must be in writing and
will be deemed to have been duly given only if delivered personally against
written receipt or by facsimile transmission or mailed by prepaid first class
mail, return receipt requested or mailed by overnight courier prepaid to the
parties at the following addresses or facsimile numbers:


 


(i)                       If to the
Company:


 


Paragon Shipping Inc.

102-104 V. Pavlou Street

Voula 16673

Athens, Greece

Attention: Chief Executive Officer


 


with a copy to:


 


Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

Attention: Gary J. Wolfe


 


And a copy to each
Holder.


 


(ii)                    If to any
Holder, to the last address for such Person set forth in the records of the
Company.


 


All such notices,
requests and other communications will (x) if delivered personally to the
address as provided in this Section 9.4, be deemed given upon delivery, and (y)
if delivered by mail in the manner described above to the address as provided
in this Section 9.4 upon the earlier of the third Business Day following
mailing or upon receipt and (z) if delivered by overnight courier to the
address as provided in this Section 9.4, be deemed given on the earlier of the
first business day following the date sent by such overnight courier or upon
receipt, (in each case regardless of whether such notice, request or other
communication is received by any other Person to whom a copy of such notice is
to be delivered pursuant to this Section 9.4). Any party from time to time may
change its address or other information for the purpose of notices to that
party by giving notice specifying such change to the other parties hereto.


 


9.5    Effective
Date. This Agreement, with respect to each Holder, shall be
effective and enforceable against such Holder as of the Effective Date.


 


9.6    Headings.
The headings used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provisions hereof.


 


9.7    Gender.
Whenever the pronouns “he” or “his” are used herein they shall also be deemed
to mean “she” or “hers” or “it” or “its” whenever applicable. Words in the


 


16





















 


singular shall be read
and construed as though in the plural and words in the plural shall be
construed as though in the singular in all cases where they would so apply.


 


9.8    Invalid
Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully severable,
(ii) this Agreement will be construed and enforced as if such illegal, invalid
or unenforceable provision had never comprised a part hereof, (iii) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (iv) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.


 


9.9    Controlling
Law. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation,
provisions concerning limitations of actions), shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule that would
cause the application of the laws of any jurisdiction other than the State of
New York. Each of the parties irrevocably submits to the exclusive jurisdiction
of the state and federal courts of competent jurisdiction sitting in the City
of New York and waives any objection to venue in said courts.


 


9.10  Counterparts.
This Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one and
the same instrument.


 


9.11  Entire
Agreement. This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter hereof and
contains the sole and entire agreement among the parties hereto with respect to
the subject matter hereof. The Company has not, other than pursuant to this Agreement,
granted registration rights (whether in the nature of piggy-back rights or
otherwise) to any holder of any of the securities of the Company.


 


17


















 


IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Agreement as of
the date first above written.


 


	
   

  	
   

  	
   

  	
  PARAGON SHIPPING INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  INITIAL PURCHASERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CANTOR FITZGERALD &
  CO.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CRT
  CAPITAL GROUP LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  OPPENHEIMER
  & CO. INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
							



 


 


[Signature
Page to Initial Purchaser Registration Rights Agreement]


 


 





















 


SCHEDULE A


 


Initial Purchasers


 


1.) Cantor Fitzgerald
& Co.


2.) CRT Capital Group LLC


3.) Oppenheimer & Co.
Inc.