Exhibit 10.3


 




 





REGISTRATION
RIGHTS AGREEMENT


 


Dated as of November 21, 2006


by and among


 


PARAGON SHIPPING INC.,


INNOVATION HOLDINGS S.A.


 


and


 


CANTOR FITZGERALD & CO.

CRT CAPITAL GROUP LLC

OPPENHEIMER & CO. INC.




 





 

















 


This Registration Rights
Agreement (this “Agreement”)
is made and entered into as of November 21, 2006, by and among Paragon
Shipping Inc., a Marshall Islands corporation (the “Company”),
Innovation Holdings S.A. (“Innovation Holdings”),
Cantor Fitzgerald & Co., CRT Capital Group LLC and Oppenheimer & Co.
Inc. (each, an “Initial Purchaser”
and, together, the “Initial Purchasers”),
which have agreed, pursuant to the Purchase Agreement (defined below), to
purchase 7,562,000 units (“Units”),
each consisting of one share of Class A Common Stock, par value $0.001 per
share (the “Class A Common Stock”), of the
Company and one-fifth of one warrant (“Warrants”) exercisable to purchase Class A Common Stock
(such shares of Class A Common Stock issuable upon exercise of the Warrants, “Warrant Shares”) and expiring five
years from the date of issuance pursuant to a warrant agreement, dated as of
the date hereof, between the Company and Computershare Trust Company, Inc., as
warrant agent. The Initial Purchasers have been granted an option under
Section 1(a) of the Purchase Agreement to purchase up to an additional
1,512,400 Units. Such transaction described in the preceding two sentences is
referred to herein as the “Private Offering.”
The Company has also agreed to issue an aggregate of 174,000 Units to the several
Initial Purchasers as part of the Initial Purchasers’ compensation in respect
of the Private Offering.


 


This Agreement is made
pursuant to the Purchase Agreement, dated November 15, 2006, between the
Company and the Initial Purchasers (the “Purchase Agreement”).
In order to induce the Initial Purchasers to purchase the Units pursuant to the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 4
of the Purchase Agreement.


 


The parties
hereby agree as follows:


 


SECTION 1.         DEFINITIONS


 


As used in
this Agreement, the following capitalized terms shall have the following
meanings:


 


Act: 
The Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated by the Commission thereunder.


 


Affiliate: 
Any other Person, directly or indirectly, controlling or controlled by
or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings.


 


Broker-Dealer:  Any broker or dealer registered under the
Exchange Act.


 


Business Day:  Any day other than a Saturday, a Sunday or a
day on which banking institutions in the State of New York or at a place of
payment are authorized by law, regulation or executive order to remain closed.


 


Class A Common Stock:  As defined in the preamble to this Agreement.


 


Closing Date:  The date hereof.


 


Commission:  The U.S. Securities and Exchange Commission.


 

















 


Common Stock:  The Class A Common Stock and the Class B
Common Stock of the Company, collectively.


 


Consummate:  An Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Securities to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof and (c) the
delivery of the same number of Exchange Securities by the Company to the
Transfer Agent and Registrar as the number of Initial Securities that were
tendered by Holders thereof pursuant to the Exchange Offer. An initial public
offering shall be deemed “consummated” for purposes of this agreement upon the
sale to the underwriters of the number of firm securities described in the
final prospectus relating to the initial public offering.


 


Exchange Act:  The Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated by
the Commission thereunder.


 


Exchange Offer:  The exchange and issuance by the Company of a
number of Exchange Securities (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the number of outstanding
Initial Securities that are tendered by such Holders in connection with such
exchange and issuance.


 


Exchange Offer Consummation Deadline:  As defined in Section 3(b) hereof.


 


Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.


 


Exchange Offer Filing Deadline:  As defined in Section 3(a) hereof.


 


Exchange Offer Registration Statement:  The Registration Statement relating to the
Exchange Offer, including the related Prospectus.


 


Exchange Securities:  Units, Warrants and shares of Class A Common
Stock, including Warrant Shares, to be issued by the Company (i) in the
Exchange Offer, or (ii) as contemplated by Section 4 hereof.


 


Holders: 
As defined in Section 2 hereof.


 


Indemnified Holder:  As defined in Section 9(a) hereof.


 


indemnified party:  As defined in Section 9(c) hereof.


 


indemnified person:  As defined in Section 9(c) hereof.


 


Initial Public Offering:  An underwritten initial public offering of
the Company’s Class A Common Stock in the United States.


 


Initial Purchaser Registration Rights Agreement:  The Initial Purchaser Registration Rights
Agreement, dated as of November 21, 2006, among the Company and the Initial
Purchasers.


 


IPO Consummation Deadline:  As defined in Section 5(a) hereof.


 


IPO Filing Deadline:  As defined in Section 5(a) hereof.


 


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Initial Securities:  The Units, and the Warrants and Class A
Common Stock (including the Warrant Shares issuable upon exercise of the Warrants)
comprising the Units, issued in the Private Offering and as compensation to the
Initial Purchasers in respect of the Private Offering.


 


IPO Registration Statement:  The Registration Statement relating to the
underwritten initial public offering of the Company’s Class A Common Stock,
including the related Prospectus.


 


Person: 
Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.


 


Piggyback Holder:  As defined in Section 5(b)(i) hereof.


 


Piggyback Registration:  As defined in Section 5(b)(i) hereof.


 


Private Offering:  As defined in the preamble hereto.


 


Prospectus:  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.


 


Purchase Agreement:  As defined in the preamble to this Agreement.


 


Recommencement Date:  As defined in Section 7(d) hereof.


 


Registration Default:  As defined in Section 6 hereof.


 


Registration Expenses:  As defined in Section 8(a) hereof.


 


Registration Statement:  Any registration statement of the Company
relating to (a) an offering of Exchange Securities pursuant to an Exchange
Offer, (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement or (c) the initial public offering
of the Company’s Class A Common Stock, that is filed pursuant to the provisions
of this Agreement, in each case, including the Prospectus included therein and
all amendments and supplements thereto (including post-effective amendments)
and all exhibits and material incorporated by reference therein.


 


Rule 144: 
Rule 144 promulgated under the Act.


 


Share Cancellation:  As defined in Section 6 hereof.


 


Shelf Registration Statement:  As defined in Section 4 hereof.


 


Suspension Notice:  As defined in Section 7(d) hereof.


 


Transfer Agent and Registrar:  As defined in Section 7(c)(xvi) hereof.


 


Transfer Restricted Securities:  Each Initial Security until the earliest to
occur of (a) the date on which such Initial Security has been exchanged by
a Person other than a Broker-Dealer for an Exchange Security in the Exchange
Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of
an Initial Security for an Exchange Security, the date on which such Exchange
Security is sold to a purchaser who receives from such Broker-Dealer on or
prior to the date of such sale a copy of the Prospectus contained in the
Exchange Offer Registration Statement, (c) the date on which a Shelf


 


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Registration Statement with
respect to such Initial Security shall have been declared effective under the
Act and such Initial Security shall have been disposed of in accordance with
the Shelf Registration Statement, (d) the disposition of any Transfer Restricted
Security pursuant to the IPO Registration Statement or (e) the date on which
such Initial Security is distributed to the public pursuant to Rule 144.


 


Units: 
As defined in the preamble hereto.


 


Warrants: 
As defined in the preamble hereto.


 


Warrant Shares:  As defined in the preamble hereto.


 


SECTION 2.         HOLDERS


 


A Person is
deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns
Transfer Restricted Securities; provided, that,
neither Innovation Holdings nor any Affiliate of the Company shall be deemed to
be a Holder.


 


SECTION 3.         REGISTERED EXCHANGE OFFER


 


(a)           Unless the Exchange Offer shall not
be permitted by applicable law or Commission policy, the Company shall
(i) cause the Exchange Offer Registration Statement to be filed with the
Commission as promptly as practicable after the date hereof (ii) use its
commercially reasonable efforts to cause such Exchange Offer Registration
Statement to become effective on or prior to 150 days after the Closing Date (such
150th day being the “Exchange Offer
Effectiveness Deadline”),
(iii) in connection with the foregoing, use their respective commercially
reasonable efforts to (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the registration
and qualification of the Exchange Securities to be made under the blue sky laws
of such jurisdictions as are necessary to permit Consummation of the Exchange
Offer; provided, however, that the Company shall not be required to take any
action that would subject them to general service of process or taxation in any
jurisdiction where they are not already so subject, and (iv) as promptly as
practicable after the effectiveness of such Exchange Offer Registration
Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall
be on the appropriate form permitting (i) registration of the Exchange
Securities to be offered in exchange for the Transfer Restricted Securities and
(ii) resales of Exchange Securities by Broker-Dealers that tendered into
the Exchange Offer Initial Securities that such Broker-Dealer acquired for its
own account as a result of market-making activities or other trading activities
(other than Initial Securities acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.


 


(b)           Unless the Exchange Offer shall not
be permitted by applicable law or Commission policy, the Company shall use its
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 Business Days. The
Company shall cause the Exchange Offer to comply in all material respects with
all applicable federal and state securities laws. No securities other than the
Exchange Securities shall be included in the Exchange Offer Registration
Statement. The Company shall use its commercially reasonable efforts to cause
the Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than 180 days after


 


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the consummation of the Private
Offering,  or longer, if required by the federal
securities laws (such 180th day (or longer) being the “Exchange
Offer Consummation Deadline”).


 


(c)           The Company shall include a “Plan of
Distribution” section in the Prospectus contained in the Exchange Offer
Registration Statement and indicate therein that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities that were acquired
for the account of such Broker-Dealer as a result of market-making activities
or other trading activities (other than Transfer Restricted Securities acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of
Distribution” section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such “Plan of Distribution” shall not
name any such Broker-Dealer or disclose the amount of Initial Securities held
by any such Broker-Dealer, except to the extent required by the Commission as a
result of a change in policy, rules or regulations after the date of this
Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).


 


Because such
Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Act and must, therefore, deliver a prospectus meeting the requirements of the
Act in connection with its initial sale of any Exchange Securities received by
such Broker-Dealer in the Exchange Offer, the Company shall permit the use of
the Prospectus contained in the Exchange Offer Registration Statement by such
Broker-Dealer to satisfy such prospectus delivery requirement. To the extent
necessary to ensure that the Prospectus contained in the Exchange Offer
Registration Statement is available for sales of Exchange Securities by
Broker-Dealers, the Company agrees to use its commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by and subject to the provisions of
Sections 7(a) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 180 days from the Exchange Offer
Consummation Deadline or such shorter period ending on the date when all
Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto. The Company shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon
reasonable request at any time during such period.


 


SECTION 4.         SHELF REGISTRATION


 


(a)           Shelf Registration. If (i) the
Company is not permitted to Consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy, (ii) any Holder
of Transfer Restricted Securities notifies the Company prior to 20 Business
Days following Consummation of the Exchange Offer that (A) such Holder was
prohibited by applicable securities law or Commission policy from participating
in the Exchange Offer, (B) such Holder may not resell the Exchange Securities
acquired by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or
(C) such Holder is a Broker-Dealer and holds Initial Securities acquired
directly from the Company or any of its Affiliates or (iii) the Company is not
permitted to register Warrant Shares on the Exchange Offer Registration
Statement because the Warrant Shares are not permitted to be so registered by
applicable law or Commission policy, then:


 


(x) with
respect to the circumstances described in clause (a)(i) or clause (a)(ii)
above, the Company shall use its commercially reasonable efforts as promptly as
practicable after the earlier of (i) the date as of which the Company
determines that the Exchange Offer Registration Statement cannot be filed as a
result of clause (a)(i) above and (ii) the date on which the Company
receives the notice specified in clause (a)(ii) above (provided that such
filing date shall not be earlier than 30 days after the date of the
consummation of the Private Offering), to file a


 


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shelf
registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)),
relating to all Transfer Restricted Securities of Holders (including, if
permitted, the Initial Purchasers) that have provided the information required
pursuant to Section 4(b) hereof and to cause such Shelf Registration Statement
to become effective; and


 


(y) with
respect to the circumstances described in clause (a)(iii) above, the Company
shall use its commercially reasonable efforts as promptly as practicable after
the date as of which the Company determines that the Warrant Shares cannot be
registered on the Exchange Offer Registration Statement (provided that such
filing date shall not be earlier than 30 days after the date of the
consummation of the Private Offering) to file a Shelf Registration Statement
relating to all Warrant Shares which are Transfer Restricted Securities of
Holders that have provided the information required pursuant to Section 4(b)
hereof and to cause such Shelf Registration Statement to become effective;
provided, however, that if all Warrant Shares which are Transfer Restricted
Securities shall have been included on a Shelf Registration Statement filed
with the Commission as a result of the circumstances described under clause (a)(i)
or (a)(ii) above, the requirements of this clause (y) shall be deemed to have
been satisfied, provided that, in such event, the Company shall remain
obligated to use its commercially reasonable efforts to cause the Shelf
Registration Statement to become effective in accordance with clause (x) of
this Section 4(a).


 


If, after the
Company has filed an Exchange Offer Registration Statement that satisfies the
requirements of Section 3(a) above, the Company is required to file and make
effective a Shelf Registration Statement solely because the Exchange Offer is
not permitted as a result of the circumstances described under applicable
federal law or Commission policy (i.e., clause (a)(i) above), then the filing
of the Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of the first paragraph of this Section 4(a); provided that, in
such event, the Company shall remain obligated to use its commercially
reasonable efforts to cause the Shelf Registration Statement to become
effective in accordance with the first paragraph of this Section 4(a).


 


To the extent
necessary to ensure that the Shelf Registration Statement is available for
sales of Transfer Restricted Securities by the Holders thereof entitled to the
benefit of this Section 4(a) and the other securities required to be registered
therein pursuant to Section 7(b)(ii) hereof, the Company shall use its
commercially reasonable efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented and amended
as required by and subject to the provisions of Sections 7(b) and (c) hereof
and in conformity in all material respects with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years (as extended
pursuant to Section 7(d) hereof) following the consummation of the Private
Offering, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.


 


(b)           Provision by Holders of Certain
Information in Connection with the Shelf Registration Statement. No Holder
of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement
unless and until (i) such Holder furnishes to the Company in writing, within 20
days after receipt of a request therefor, the information specified in Item 507
or Item 508 of Regulation S-K, as applicable, of the Act and any other
information required by the Commission for use in connection with any Shelf
Registration Statement or Prospectus or preliminary prospectus included
therein, (ii) such Holder (other than any Initial Purchaser) furnishes to the
Company an executed agreement substantially in the form of Exhibit A
hereto and (iii) in the case of an underwritten offering, such Holder completes
and executes all questionnaires, powers of attorney, underwriting agreements,
lock-up letters and other documents reasonably requested by the Company in


 


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connection with the terms of
such underwritten offering. Furthermore, no Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 10 Business Days after receipt of a
request therefor, such Holder’s comments to the disclosure relating to such
Holder in the Shelf Registration Statement. Each selling Holder agrees to
promptly furnish additional information required to be disclosed in order to
make the information previously furnished to the Company by such Holder not
incomplete or misleading in any material respect.


 


SECTION 5.         INITIAL PUBLIC OFFERING


 


(a)           The Company, subject to market
conditions, shall (i) cause the IPO Registration Statement to be filed with the
Commission substantially concurrently with the Exchange Offer Registration
Statement  (such date being the “IPO Filing Deadline”),
(ii) make application to list the Class A Common Stock on the NASDAQ Global
Market substantially concurrently with the filing of the IPO Registration
Statement, (iii) use its commercially reasonable efforts to resolve any
comments to the IPO Registration Statement from the Commission within 180 days
of the date of the Consummation of the Private Offering, (iv) use its
commercially reasonable efforts to cause the IPO to be Consummated not later
than the 12-month anniversary of the date of the consummation of the Private
Offering (such date being the “IPO Consummation Deadline”),
and (v) in connection with the foregoing, use its commercially reasonable
efforts to (A) file all pre-effective amendments to such IPO Registration
Statement as may be necessary in order to cause it to become effective, (B)
file, if applicable, a post-effective amendment to such IPO Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Class A Common Stock to be made under the blue sky laws of such jurisdictions
as are necessary to permit Consummation of the IPO; provided, however, that the
Company shall not be required to take any action that would subject it to
general service of process or taxation in any jurisdiction where it is not
already so subject.


 


(b)(i) In connection with the Initial Public
Offering described in the foregoing paragraph 5(a), the Company shall give
written notice to each holder (a “Piggyback Holder”)
of Transfer Restricted Securities (or Exchange Securities received in exchange
for such Transfer Restricted Securities in the Exchange Offer) of its intention
to publicly file the IPO Registration Statement within twenty (20) Business
Days of such public filing date, and such notice shall offer each Piggyback
Holder the opportunity to register (a “Piggyback Registration”)
on the same terms and conditions such number of shares of Class A Common Stock held
by the Piggyback Holder as the Piggyback Holder may request. The Company shall
include in such registration all shares of Class A Common Stock with respect to
which the Company has received a written request for inclusion therein from the
Piggyback Holders within ten (10) Business Days after such Piggyback Holder’s
receipt of the Company’s notice, provided, however, that the number of
shares of Class A Common Stock to be sold by Piggyback Holders (excluding any
Initial Purchaser that is a Piggyback Holder) shall be limited to 50% of the
total number of shares proposed to be sold pursuant to the IPO Registration
Statement and subject to the limitations described below in Section 5(b)(ii). Such
requests for inclusion shall specify the number of shares of Class A Common
Stock intended to be disposed of.


 


(ii) If the
managing underwriter(s) of the Initial Public Offering advise the Company in
writing that, in their judgment, the number of shares of Class A Common Stock
requested by Piggyback Holders to be included in the IPO Registration Statement
are such that the success of the Initial Public Offering would be materially
and adversely affected, the Company shall include any securities the Company is
so advised can be sold in such Piggyback Registration in the following order:
(a) first, the shares of Class A Common Stock which the Company
proposes to sell; (b) second, on a pro rata basis the Class A
Shares requested to be included in such registration by the Piggyback Holders
(excluding any Initial Purchaser


 


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that is a Piggyback Holder), provided,
that if the managing underwriters determine in good faith that a lower number
of shares of Class A Common Stock should be included than those requested to be
included by Piggyback Holders pursuant to paragraph (b)(i) above, then the
Company shall be required to include in such registration only that lower
number of shares of Class A Common Stock; and (c) third, any other
shares of Class A Common Stock proposed to be included in the IPO Registration
Statement (including any Class A Common Stock held by a Piggyback Holder that
is an Initial Purchaser).


 


SECTION 6.         CLASS B SHARE CANCELLATION


 


Subject to the
Company’s rights set forth in Section 7(b)(iii) and 7(d) hereof, if (i) any Exchange Offer Registration Statement required by
this Agreement  is not declared effective by the
Commission on or prior to 180 days after the consummation of the Private
Offering or (ii) the Company does not comply with its obligations under Section
4(a) of this Agreement with respect to the effectiveness of any Shelf
Registration Statement (each such event referred to in clauses (i) and (ii), a “Registration Default”), Innovation
Holdings hereby agrees to surrender to the Company (“Share
Cancellation”) for cancellation, in exchange for $0.001 per
share, the number of shares of Class B Common Stock set forth on Annex A
hereto for the first 30-day period immediately following the occurrence of such
Registration Default, and for each 30-day period thereafter until no
Registration Default is in effect, up to a maximum for all Registration
Defaults of 643,921 shares of Class B Common Stock surrendered and cancelled.


 


This Section 6
represents the sole financial consequence to the holders of the Class B Common
Stock and the Company for any failure by the Company to comply with its
obligations under Sections 3, 4, 5 and 10 hereof. The Initial Purchasers and
the Holders will not have any financial remedy in connection with any failure
by the Company to comply with its obligations under Sections 3, 4, 5 and 10
hereof. Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Sections 3 and 4 hereof may result in damages to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder
may obtain such relief as may be required to specifically enforce the Company’s
obligations under Sections 3 and 4 hereof.


 


SECTION 7.         REGISTRATION PROCEDURES


 


(a)           Exchange Offer Registration
Statement. In connection with the Exchange Offer, the Company shall (x)
comply with all applicable provisions of Section 7(c) below, (y) use its
commercially reasonable efforts to effect such exchange and to permit the
resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer
Initial Securities that such Broker-Dealer acquired for its own account as a
result of its market-making activities or other trading activities (other than
Initial Securities acquired directly from the Company or any of its Affiliates)
being sold in accordance with the intended method or methods of distribution
thereof set forth in the Registration Statement, and (z) comply with all of the
following provisions:


 


(i)            As a condition to its participation in the Exchange
Offer, each Holder of Transfer Restricted Securities (including, without
limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request
of the Company, prior to the Consummation of the Exchange Offer, a written
representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an Affiliate of the Company, (B) it is not engaged
in, and does not intend to engage in, and has no arrangement or understanding
with any Person to participate in, a distribution of the Exchange Securities to
be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities
in its ordinary course of business. As a condition to its participation in the
Exchange Offer, each


 


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Holder of Transfer Restricted Securities (other than any Initial
Purchaser) shall furnish to the Company an executed agreement substantially in
the form of Exhibit A hereto. As a condition to its participation in the
Exchange Offer each Holder using the Exchange Offer to participate in a
distribution of the Exchange Securities shall acknowledge and agree that, if
the resales are of Exchange Securities obtained by such Holder in exchange for
Initial Securities acquired directly from the Company or an Affiliate thereof,
it (1) could not, under Commission policy as in effect on the date of this
Agreement, rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters, and (2) must comply with the registration and
prospectus delivery requirements of the Act in connection with a secondary
resale transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K
promulgated by the Commission.


 


(ii)           Prior to effectiveness of the Exchange Offer Registration
Statement, the Company shall provide a supplemental letter to the Commission
(A) stating that the Company is registering the Exchange Offer in reliance
on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991) as interpreted in the Commission’s letter to Shearman
& Sterling dated July 2, 1993 and (B) including a representation
that the Company has not entered into any arrangement or understanding with any
Person to distribute the Exchange Securities to be received in the Exchange
Offer and that, to the best of the Company’s information and belief, each Holder
participating in the Exchange Offer is acquiring the Exchange Securities in its
ordinary course of business and has no arrangement or understanding with any
Person to participate in the distribution of the Exchange Securities received
in the Exchange Offer.


 


(b)           Shelf Registration Statement.
In connection with the Shelf Registration Statement, the Company shall:


 


(i)            comply with all the provisions of Section 7(c) below and
use its commercially reasonable efforts to effect such registration to permit the
sale of the Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof within the time periods and otherwise in accordance with
the provisions hereof, and


 


(ii)           issue, upon the request of any Holder or purchaser of
Initial Securities covered by any Shelf Registration Statement contemplated by
this Agreement; provided that such Holder provides all documentation reasonably
requested by the Company in connection with such issuance, a number of Exchange
Securities equal to the number of Initial Securities sold pursuant to the Shelf
Registration Statement and surrendered to the Company for cancellation; the
Company shall register Exchange Securities on the Shelf Registration Statement
for this purpose and issue the Exchange Securities to the purchaser(s) of
securities subject to the Shelf Registration Statement in the names as such
purchaser(s) shall designate.


 


(iii)        At any time after the
effectiveness of the Shelf Registration Statement, if the Company determines in
good faith for valid business reasons not to disclose the existence of or


 


9














 


facts surrounding any proposed or pending material corporate
transaction or other material development involving the Company, the Company
may allow the Shelf Registration Statement to fail to be effective or the
Prospectus contained therein to be unusable as a result of such nondisclosure
for up to forty-five (45) days in any three-month period or ninety (90) days in
any year during the two-year period of effectiveness required by Section 4
hereof and no Share Cancellation will be required as a result of any such Shelf
Registration Statement failing to be effective or any such Prospectus being
unusuable pursuant to this Section 7(b)(iii). Upon the occurrence of a
transaction or development described above, the Company shall notify the
Holders as promptly as practicable and, if requested by such Holders, confirm
such notice in writing.


 


(c)           General Provisions. In
connection with any Registration Statement and any related Prospectus required
by this Agreement, the Company shall:


 


(i)            not less than five Business Days prior to the filing of
any Registration Statement or any Prospectus, and not less than two Business
Day prior to the filing of any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be incorporated
by reference into a Registration Statement or Prospectus after the initial
filing of a Registration Statement, provide copies of such document to the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, one counsel on behalf of all of the Holders) and make such
representatives of the Company as shall be reasonably requested by the Initial
Purchasers or their counsel;


 


(ii)           use its commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Sections 3 or 4 hereof, as
applicable. Upon the occurrence of any event that would cause any such
Registration Statement or the Prospectus contained therein (A) to contain an
untrue statement of material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading or (B) not
to be effective and usable for resale of Transfer Restricted Securities during
the period required by this Agreement, the Company shall file as promptly as
practicable an appropriate amendment to such Registration Statement curing such
defect, and, if Commission review is required, use their respective
commercially reasonable efforts to cause such amendment to be declared
effective as soon as practicable;


 


(iii)          prepare and file with the Commission such amendments and
post-effective amendments to the applicable Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable
period set forth in Section 3 or 4 hereof, as the case may be; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Act, and to comply
fully with the applicable provisions of Rules 424, 430A and 462, as applicable,
under the Act in a timely manner; and comply with the provisions of the Act
with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


(iv)          advise the Holders as promptly as practicable and, if
requested by such Holders, confirm such advice in writing, (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any applicable Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of
any request by the Commission for amendments to the Registration Statement or
amendments or supplements to


 


10

















 


the Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement under the Act or of the suspension by any state
securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, and (D) of the existence of
any fact or the happening of any event that makes any statement of a material
fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto or any document incorporated by reference therein untrue, or
that requires the making of any additions to or changes in the Registration
Statement in order to make the statements therein not misleading, or that
requires the making of any additions to or changes in the Prospectus in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading (provided, however, that no advice by the
Company shall be required pursuant to this clause (D) in the event that the
Company either promptly files a Prospectus supplement to update the Prospectus
or a Form 6-K or other appropriate Exchange Act report that is incorporated by
reference into such Registration Statement, which, in either case, contains the
requisite information with respect to such event or facts that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading). If at any time the Commission shall issue
any stop order suspending the effectiveness of the Registration Statement, or
any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or blue sky laws, the
Company shall use its commercially reasonable efforts to obtain the withdrawal
or lifting of such order at the earliest practicable time;


 


(v)           subject to Section 7(c)(ii), if any fact or event
contemplated by Section 7(c)(iv)(D) above shall exist or have occurred, prepare
a supplement or post-effective amendment to the Registration Statement or
related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of Transfer Restricted Securities, the Prospectus, as of its date, will not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(vi)          in the case of a Shelf Registration Statement, furnish to
each Holder named in any such Registration Statement in connection with such
exchange or sale, if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such
Registration Statement), which documents will be subject to the review and
comment of such Holders in connection with such sale, if any, for a period of
at least five Business Days, and the Company will not file any such
Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated
by reference) to which such Holders shall reasonably object in writing within
five Business Days after the receipt thereof. A Holder shall be deemed to have
reasonably objected to such filing if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or fails to comply with the applicable requirements of the Act. Notwithstanding
the foregoing, the Company shall not be required to take any actions under this
Section 7(c)(vi) that are not, in the reasonable opinion of counsel for the
Company, in compliance with applicable law;


 


11

















 


(vii)         in the case of a Shelf Registration Statement, not less than
five Business Days prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus in
connection with such exchange or sale, if any, provide copies of such document
to the Holders named in any such Registration Statement;


 


(viii)        make available, at reasonable times, for
inspection by the Holders named in any applicable Registration Statement and
legal counsel or accountant retained by such Holders, all financial and other
records and pertinent corporate documents of the Company reasonably requested
by any such Persons, subject to negotiation, execution and delivery of
customary confidentiality agreements, in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness;


 


(ix)           in the case of a Shelf Registration Statement, if
requested by any Holders named in any such Registration Statement in connection
with such exchange or sale, promptly include in any Registration Statement or
Prospectus, pursuant to a supplement, document incorporated by reference or
post-effective amendment if necessary, such information as such Holders may
reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the number of Transfer Restricted
Securities being sold, the purchase price being paid therefor and any other
terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified
of the matters to be included in such Prospectus supplement or post-effective
amendment;


 


(x)            in the case of a Shelf Registration Statement, upon
request, furnish to each Holder named in any such Registration Statement in
connection with such exchange or sale, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, (without all documents incorporated by reference therein and
exhibits thereto, unless requested);


 


(xi)           in the case of a Shelf Registration Statement, upon
request, deliver to each Holder named in any such Registration Statement
without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons reasonably
may request; provided that if no Registration Statement is effective or no
Prospectus is usable in accordance with the provisions of Section 7(b) hereof,
the Company shall deliver to each Holder named in any such Registration
Statement a notice to that effect; the Company hereby consents to the use (in accordance
with law) of the Prospectus and any amendment or supplement thereto by each
selling Holder in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement
thereto;


 


(xii)          in the case of a Shelf Registration Statement, upon the
reasonable request of any Holder named in any such Registration Statement,
enter into such agreements (including underwriting agreements containing
customary terms) and make such customary representations and warranties and
take all such other customary actions in connection therewith in order to
expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to such Registration Statement as may be reasonably requested by any such
Holder in connection with any sale or resale pursuant to such Registration
Statement. In such connection, the Company shall:


 


12

















 


(A)          to the extent reasonably requested by any Holder named in
any such Registration Statement, furnish (or in the case of paragraphs (2) and
(3), use their respective commercially reasonable efforts to cause to be
furnished) to each Holder, upon the effectiveness of the Shelf Registration
Statement:


 


(1)           a certificate in customary form, dated such date, signed
on behalf of the Company by two officers of the Company;


 


(2)           an opinion in customary form, dated the date of  effectiveness of the Shelf Registration
Statement, of counsel for the Company; and


 


(3)           a customary comfort letter, dated the date of
effectiveness of the Shelf Registration Statement, from the Company’s
independent registered public accounting firm, in the customary form and
covering matters of the type customarily covered in comfort letters to
underwriters in connection with primary underwritten offerings; and


 


(B)           deliver such other documents and certificates as may be
reasonably requested by the Holders named in any such Registration Statement
and as are customarily delivered in similar offerings to evidence compliance
with the matters covered in clause (A) above and with any customary conditions
contained in any agreement entered into by the Company pursuant to this clause
(B);


 


(xiii)         prior to any public offering of
Transfer Restricted Securities, use its commercially reasonable efforts to
cooperate with the Holders named in the applicable Registration Statement and
their counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the state securities or blue sky laws of
such jurisdictions as such Holders may reasonable request and use its
commercially reasonable efforts to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the applicable Registration Statement;
provided, however, that the Company shall not be required to register or
qualify as a foreign corporation where it is not now so qualified or to take
any action that would subject it to the service of process in suits or to
taxation in any jurisdiction where it is not now so subject;


 


(xiv)        in connection with any sale of Transfer Restricted Securities
that will result in such securities no longer being Transfer Restricted
Securities, cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be sold
and not bearing any restrictive legends; and to enable such Transfer Restricted
Securities to be registered in such denominations and such names as the selling
Holders may request at least three Business Days prior to such sale of Transfer
Restricted Securities;


 


(xv)         use its commercially reasonable efforts to cause the
disposition of the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Transfer Restricted Securities other than as
set forth in Section 7(c)(xiii) hereof;


 


(xvi)        maintain a transfer agent and registrar (“Transfer Agent and Registrar”) for
the Class A Common Stock with offices in the United States;


 


13

















 


(xvii)       not later than the effective date of any
Registration Statement, the Company shall provide a CUSIP number for the Initial
Securities or the Exchange Securities, as the case may be, registered under
such Registration Statement and provide the Transfer Agent and Registrar with
printed certificates for such Securities or Exchange Securities, in a form
eligible for trading through the facilities of The Depository Trust Company;


 


(xviii)      otherwise use its commercially reasonable
efforts to comply with all applicable rules and regulations of the Commission,
and make generally available to its security holders with regard to any
applicable Registration Statement, as soon as practicable, a consolidated
earnings statement meeting the requirements of Rule 158 under the Act (which
need not be audited) covering a twelve-month period beginning after the
effective date of the Registration Statement (as such term is defined in
paragraph (c) of Rule 158 under the Act); and


 


(d)           Restrictions on Holders. Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of the notice referred to in Section 7(b)(iii), Section 7(c)(iv)(C), or
any notice from the Company of the existence of any fact of the kind described
in Section 7(c)(iv)(D) hereof (in each case, a “Suspension
Notice”), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration
Statement until (x) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 7(c)(iv) hereof, or (y) such Holder
is advised in writing by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder
receiving a Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder’s
possession which have been replaced by the Company with more recently dated
Prospectuses or (ii) deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in such Holder’s possession of
the Prospectus covering such Transfer Restricted Securities that was current at
the time of receipt of the Suspension Notice. In the event the Company shall
give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the
Recommencement Date.


 


SECTION 8.         REGISTRATION EXPENSES


 


(a)           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 and expenses;
(ii) all fees and expenses of compliance with federal securities and state
securities laws; (iii) all expenses of printing (including printing
certificates for the Exchange Securities to be issued in the Exchange Offer and
printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company; (v) all
application and filing fees in connection with listing the Exchange Securities
on a national securities exchange or automated quotation system or the OTC
Bulletin Board pursuant to the requirements thereof; and (vi) all fees and disbursements
of independent registered public accounting firms of the Company (including the
expenses of any special audit and 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), the expenses of any annual audit and the fees and expenses
of any Person, including special experts, retained by the Company.


 


14

















 


(b)           In connection with any Registration
Statement required by this Agreement (including, without limitation, the
Exchange Offer Registration Statement and the Shelf Registration Statement)
regardless of whether a Registration Statement becomes effective, the Company will
reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Initial Securities in the Exchange Offer and/or
selling or reselling Initial Securities or Exchange Securities pursuant to the “Plan
of Distribution” contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Morgan, Lewis & Bockius LLP, unless another firm shall be chosen by the
Holders of a majority of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared; provided that the Company’s
reimbursement obligation with respect to such fees and disbursements shall not
exceed $25,000.


 


SECTION 9.         INDEMNIFICATION


 


(a)           The Company agrees to indemnify and
hold harmless each Holder and each underwriter, if any, for each such Holder,
its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
or any such underwriter (collectively, an “Indemnified Holder”),
from and against any and all losses, claims, damages, liabilities, judgments,
and expenses (including without limitation, any reasonable legal fees or other
expenses reasonably incurred in connection with investigating, preparing or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) to which they or any of them
may become subject under the Act, the Exchange Act or otherwise, insofar as
such losses, claims, damages, liabilities, judgments and expenses are caused by
any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement, preliminary prospectus or Prospectus (or any
amendment or supplement thereto) provided by the Company to any Holder or any
prospective purchaser of Exchange Securities or registered Initial Securities,
or caused by 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, except insofar as such losses, claims, damages, liabilities or
judgments are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to the Holders furnished to the Company in writing by the Holders
expressly for use therein.


 


(b)           Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless
the Company, and its directors and officers, and each person, if any, who
controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company to the same extent as the foregoing indemnity from
the Company set forth in section (a) above to each of the Indemnified Holders,
but only with reference to information relating to such Indemnified Holder
furnished to the Company in writing by such Indemnified Holder expressly for
use in any Registration Statement. In no event shall any Indemnified Holder,
its directors, officers or any Person who controls such Holder be liable or
responsible for any amount in excess of the amount by which the net proceeds
received by such Indemnified Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds the amount
of any damages that such Indemnified Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.


 


(c)           In case any action shall be commenced
involving any person in respect of which indemnity may be sought pursuant to
Section 9(a) or 9(b) (the “indemnified party”),
the indemnified party shall promptly notify the person against whom such
indemnity may be sought (the “indemnifying person”)
in writing, but failure to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this
indemnity


 


15

















 


agreement. The indemnifying
party shall assume the defense of such action, including the employment of
counsel reasonably satisfactory to the indemnified party and the payment of all
fees and expenses of such counsel, as incurred (except that in the case of any
action in respect of which indemnity may be sought pursuant to both Sections
9(a) and 9(b), an Indemnified Holder shall not be required to assume the
defense of such action pursuant to this Section 9(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the
Indemnified Holder). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the employment of such counsel shall have been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party within a
reasonable time after notice of commencement of the action or (iii) the named
parties to any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party, and the indemnified party shall
have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such
fees and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by a majority of the Indemnified Holders, in the case of
the parties indemnified pursuant to Section 9(a), and by the Company, in the
case of parties indemnified pursuant to Section 9(b). The indemnifying party
shall indemnify and hold harmless the indemnified party from and against any
and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if (A) such settlement is entered into more than 60
days after receipt by the indemnifying party of a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where
such fees and expenses are at the expense of the indemnifying party), (B) the
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request or disputed in good faith the indemnified party’s
entitlement to such reimbursement prior to the date of such settlement, and (C)
such indemnified party shall have given the indemnifying party at least 30 days
prior notice of its intention to settle. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of 
judgment with respect to, any pending or threatened action in respect of
which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.


 


(d)           To the extent that the
indemnification provided for in this Section 9 is unavailable to an indemnified
party in respect of any losses, claims, damages, liabilities or judgments
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
judgments (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Indemnified Holders,
on the other hand, from their sale of Transfer Restricted Securities or (ii) if
the allocation provided by clause 9(d)(i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 9(d)(i) above but also the relative fault of the
Company, on the one hand, and of the Indemnified Holders, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The


 


16

















 


relative fault of the Company,
on the one hand, and of the Indemnified Holders, on the other hand, 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 Company, on the
one hand, or by the Indemnified Holder, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and judgments referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any claim
or action.


 


The Company
and each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 9(d) were determined by pro rata allocation (even if
the Holders 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 immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or judgments referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any matter, including any action that could have
given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding
the provisions of this Section 9, no Holder, or its related Indemnified
Holders, its directors, its officers or any Person, if any, who controls such
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds received by such Holder with respect to
the sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 9(d) are several in proportion
to the respective principal amount of Transfer Restricted Securities held by
each Holder hereunder and not joint.


 


SECTION 10.       EXCHANGE ACT REGISTRATION; OTC BULLETIN
BOARD


 


Promptly upon
the Consummation of the Exchange Offer, the Company will use its reasonable
best efforts to obtain the quotation of the Class A Common Stock and Warrants
on the OTC Bulletin Board and, in furtherance thereof, will register the Class
A Common Stock and Warrants as a class under Section 12(g) of the Exchange Act.


 


SECTION 11.       RULE 144A AND RULE 144


 


The Company
agrees with each Holder, for so long as any Transfer Restricted Securities
remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to (a) make available on
its website quarterly reports containing selected unaudited financial data for
the first three quarters of each fiscal year within 60  days
of the end of such fiscal quarter and an annual report containing audited
financial statements for each fiscal year within 150 days of such fiscal year
end and (b) to the extent not already available on the Company’s website, make
available, upon request of any Holder, to such Holder or beneficial owner of
such Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A under the Act, and (ii) is subject to Section 13 or
15(d) of the Exchange Act, to make all filings required thereby in a timely
manner, in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.


 


17

















 


SECTION 12.       SELECTION OF UNDERWRITERS


 


(a)           The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an underwritten offering. In any
such underwritten offering, the investment banker(s) and managing
underwriter(s) that will administer such offering will be selected by the
Holders of a majority of the Transfer Restricted Securities included in such
offering; provided, however, that such investment
banker(s) and managing underwriter(s) must be reasonably satisfactory to the
Company.


 


(b)           No Holder may participate in any
underwritten offering pursuant to the Shelf Registration Statement unless such
Holder (i) agrees to sell such Holder’s Transfer Restricted 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 arrangements.


 


SECTION 13.       SUBMISSION TO JURISDICTION


 


By the
execution and delivery of this Agreement, the Company submits to the
non-exclusive jurisdiction of any federal or state court in the State of New
York in any suit or proceeding arising out of or relating to this Agreement or
brought under federal or state securities laws. By receiving the rights and
benefits under this Agreement, each Holder also submits to the non-exclusive
jurisdiction of any federal or state court in the State of New York in any suit
or proceeding arising out of or relating to this Agreement or brought under
federal or state securities laws. The Company irrevocably appoints Seward &
Kissel LLP, One Battery Park Plaza, New York, NY 10004, as its authorized agent
in the Borough of Manhattan in The City of New York upon which process may be
served in any suit or proceeding, and agrees that service of process upon such
agent, and written notice of said service to the Company, by the person serving
the same to the address provided in Section 14(e), shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding.


 


SECTION 14.       MISCELLANEOUS


 


(a)           Remedies. The Company
acknowledges and agrees that any failure by the Company to comply with its
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Sections 3 and 4 hereof. The
Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.


 


(b)           No Inconsistent Agreements. The
Company will not, on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Other than the Initial Purchaser Registration Rights
Agreement, the Company has not previously entered into, nor is currently party
to, any agreement granting any registration rights with respect to its
securities to any Person that would require such securities to be included in
any Registration Statement filed hereunder, including, for the avoidance of
doubt, that certain registration rights agreement between the Company and
Innovation Holdings. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of the Company’s securities under any agreement in effect on the date
hereof.


 


18

















 


(c)           Amendments and Waivers. The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of a
majority of the Transfer Restricted Securities (excluding Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer, and that does not
affect directly or indirectly the rights of other Holders whose Transfer
Restricted Securities are not being tendered pursuant to such Exchange Offer,
may be given by the Holders of a majority of the Transfer Restricted Securities
subject to such Exchange Offer.


 


(d)           Third Party Beneficiary. The
Holders shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect its
rights or the rights of Holders hereunder.


 


By acquiring
Transfer Restricted Securities, a Holder will be deemed to have agreed to
indemnify and hold harmless the Company and its directors and officers, and
each person, if any, who controls (within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act) the Company to the same extent as the
indemnity from the Company set forth in Section 9(a) hereof, but only with
reference to information relating to such Holder and provided in writing by
such Holder for inclusion in any Shelf Registration Statement. In no event
shall any such Holder be liable or responsible for any amount in excess of the
amount by which such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement exceeds (i) the amount
paid by such Holder for such Transfer Restricted Securities and (ii) the amount
of any damages that such Holder, its directors, officers or any Person who
controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


 


(e)           Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail (registered or certified, return receipt
requested), facsimile or air courier guaranteeing overnight delivery:


 


(i)            if to a Holder, at the address set forth on the records
of the Transfer Agent and Registrar for the Company’s Class A Common Stock; and


 


(ii)           if to the Company:


 


Paragon Shipping Inc.


Voula Center


102-104, V. Parlou Str.


GR
16673, Voula


Greece


Facsimile
No.: + 30-210-899-5086


Attention:
Chief Executive Officer


 


With
a copy to:


 


Seward & Kissel LLP


One Battery Park Plaza


New York, NY  10004


Facsimile
No.: (212) 480-8421


Attention:
Gary Wolfe


 


 


19

















 


All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address specified in the Indenture.


(f)         Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including without limitation and without the need for an
express assignment, subsequent Holders of Transfer Restricted Securities so
long as such subsequent Holders agree to the transfer restrictions set forth in
Section 7(a)(i) hereof; provided that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms hereof or of the Purchase Agreement.  If any transferee of any Holder shall acquire
Transfer Restricted Securities in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Transfer Restricted
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.


(g)        Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(h)        Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(i)         Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.  TIME IS OF THE ESSENCE IN THIS AGREEMENT.


(j)         Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


(k)        Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.


[Remainder
of Page Intentionally Left Blank]


 


20














 


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


 


	
   

  	
  PARAGON SHIPPING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher
  Thomas

  	
   

  
	
   

  	
   

  	
  Name: Christopher Thomas

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  INNOVATION HOLDINGS S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Bcdouroglow

  	
   

  
	
   

  	
   

  	
  Name: Michael Bcdouroglow

  
	
   

  	
   

  	
  Title: President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  CANTOR FITZGERALD & CO.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark J.
  Blafer

  	
   

  	
   

  
	
   

  	
  Name: Mark J. Blafer

  	
   

  
	
   

  	
  Title: Global Head of Investment Banking

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  CRT CAPITAL GROUP LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ ERIC SEAL

  	
   

  	
   

  
	
   

  	
  Name: Eric Seal

  	
   

  
	
   

  	
  Title: Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  OPPENHEIMER & CO. INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  HENRY P. WILLIAMS

  	
   

  	
   

  
	
   

  	
  Name: Henry P. Williams

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  



 

















 


Annex A


 


Class B Common Stock Cancellation Schedule


 


	
   

  	
   

  	
  Class B

  Common

  Shares

  	
   

  	
  Share

  Reduction

  	
   

  	
  Total Number

  of Units, Shares

  of Class A and

  Class B

  Common Stock

  Outstanding*

  	
   

  	
  Class B as a

  Percentage of Total

  Number of Units,

  Shares of Class A and

  B Common Stock

  Outstanding*

  	
   

  
	
  No Registration Default

  	
   

  	
  1,738,588

  	
   

  	
  None

  	
   

  	
  11,590,588

  	
   

  	
  15.0

  	
  %

  
	
  First 30 Day Period after Registration
  Default

  	
   

  	
  1,603,814

  	
   

  	
  134,774

  	
   

  	
  11,455,814

  	
   

  	
  14.0

  	
  %

  
	
  Second 30 Day Period after Registration
  Default

  	
   

  	
  1,472,138

  	
   

  	
  131,676

  	
   

  	
  11,324,138

  	
   

  	
  13.0

  	
  %

  
	
  Third 30 Day Period after Registration Default

  	
   

  	
  1,343,455

  	
   

  	
  128,683

  	
   

  	
  11,195,455

  	
   

  	
  12.0

  	
  %

  
	
  Fourth 30 Day Period after Registration
  Default

  	
   

  	
  1,217,663

  	
   

  	
  125,792

  	
   

  	
  11,069,663

  	
   

  	
  11.0

  	
  %

  
	
  Fifth 30 Day Period after Registration
  Default

  	
   

  	
  1,094,667

  	
   

  	
  122,996

  	
   

  	
  10,946,667

  	
   

  	
  10.0

  	
  %

  
	
  Total:

  	
   

  	
   

  	
   

  	
  643,921

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*                 Excludes 174,000 Units issued to the Initial
Purchasers as compensation pursuant to the Purchase Agreement.


 

















 


Exhibit A


 


Form of Lock-Up Agreement


 


[Date]


 


Paragon Shipping Inc.


Voula Center


102-104, V. Parlou Str.


GR 16673, Voula


Greece


 


Ladies
and Gentlemen:


 


The undersigned wishes to benefit from the terms of
that certain Registration Rights Agreement (the “Registration Rights Agreement”),
dated as of November 21, 2006, by and among Paragon Shipping Inc., a company
formed under the laws of the Republic of the Marshall Islands (the “Company”),
Innovation Holdings S.A., Cantor Fitzgerald & Co., CRT Capital Group LLC
and Oppenheimer & Co. Inc., with respect to the units, consisting of one
share of Class A Common Stock (the “Class A Common Stock”) of the Company and
one-fifth of one warrant to purchase Class A Common Stock. The undersigned also
understands that the Registration Rights Agreement contemplates that the
Company will use its commercially reasonable efforts to effect an underwritten
initial public offering (“IPO”) of its Class A Common Stock on Form F-1 (or
other appropriate form) (the “IPO Registration Statement”) to be filed with the
Securities and Exchange Commission.


 


In order to benefit from the terms of the
Registration Rights Agreement and facilitate the IPO, the undersigned hereby
irrevocably agrees that it will not, directly or indirectly, offer, sell,
contract to sell, transfer the economic risk of ownership in, grant an option
to purchase, make any short sale of, pledge or otherwise dispose (a “Disposition”)
of any shares of Class A Common Stock, options or warrants to acquire any
shares of Class A Common Stock, or any securities convertible into,
exchangeable or exercisable for, or any other rights to purchase or acquire,
any shares of Class A Common Stock, including options, warrants, securities and
rights held as of the date hereof or acquired after the date hereof
(collectively, the “Securities”), without the prior written consent of the
Company, for a period beginning on the date thirty (30) days prior to the date
of the final prospectus relating to the IPO, such date to be provided to the
undersigned by the Company at the address set forth on the books and records
for the Transfer Agent and Registrar for the Class A Common Stock, and ending
sixty (60) days thereafter (the “Lock-Up Period”). The foregoing restriction is
expressly agreed to preclude the undersigned from engaging in any hedging or
other transaction which is designed to or which reasonably could be expected to
lead to or result in a sale or disposition of Securities even if such
Securities would be disposed of by someone other than the undersigned.


 


The
foregoing paragraph shall not apply to Dispositions by the undersigned (i) to
any donee who receives such Securities as a bona fide gift and who has executed
a lock-up agreement substantially in the form of this letter, (ii) to any
affiliate of the undersigned who has executed a lock-up agreement substantially
in the form of this letter, (iii) to any person or entity with the prior
written consent of the Company or (iv)
under the IPO Registration Statement in connection with the “piggyback rights”
set forth in the Registration Rights Agreement.


 


2

















 


Notwithstanding
anything to the contrary set forth herein, if the undersigned is an individual,
he or she may transfer any Securities either during his or her lifetime or on
death by will or intestacy to his or her immediate family or to a trust, the
beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family; provided, however, that,
prior to any such transfer, each transferee shall execute an agreement,
satisfactory to the Company, pursuant to which each transferee shall agree to
receive and hold such Securities subject to the provisions hereof. For the
purposes of this paragraph, “immediate family” shall mean the spouse, lineal
descendant, father, mother, brother or sister of the transferor. In addition,
if the undersigned is an entity, the entity may transfer any Securities to any
affiliate of such entity; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding such Securities
subject to the provisions of this Agreement and there shall be no further
transfer of such Securities except in accordance with this Agreement, and
provided further that any such transfer shall not involve a disposition for
value.


 


If
(i) the Company issues an earnings release or material news, or a material
event relating to the Company occurs, during the last 17 days of the Lock-Up
Period, or (ii) prior to the expiration of the Lock-Up Period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the Lock-Up Period, the restrictions imposed by
this Agreement shall continue to apply until the expiration of the 18-day
period beginning on the issuance of the earnings release or the occurrence of
the material news or material event, unless the Company waives, in writing,
such extension.


 


The
undersigned hereby acknowledges that the Company will provide written notice of
any event that would result in an extension of the Lock-Up Period pursuant to
the previous paragraph to the undersigned and agrees that any such notice
properly delivered to the address of the undersigned set forth in the register
for the Class A Common Stock maintained by the Transfer Agent and Registrar for
the Class A Common stock will be deemed to have given to, and received by, the
undersigned. The undersigned hereby further agrees that, prior to engaging in
any transaction or taking any other action that is subject to the terms of this
Agreement during the period from the first day of the Lock-up Period to and
including the 34th day following the expiration of the initial Lock-Up Period,
it will give notice thereof to the Company and will not consummate such
transaction or take any such action unless it has received written confirmation
from the Company that the Lock-Up Period (as such may have been extended
pursuant to the previous paragraph) has expired.


 


Whether
or not the IPO actually occurs depends on a number of factors, including market
conditions. Any offering will only be made pursuant to an underwriting
agreement, the terms of which are subject to negotiation between the
underwriters for the IPO and the Company.


 


If
the Company notifies you in writing that (i) it does not intend to proceed with
the IPO, or (ii) the IPO Registration Statement is withdrawn, this Agreement
shall be terminated and the undersigned shall be released from the undersigned’s
obligations hereunder.


 


The
undersigned understands that the Company is relying upon this Lock-Up Agreement
in effecting the exchange offer contemplated by the Registration Rights
Agreement and pursuing the IPO. The undersigned further understands that the
agreements of the undersigned are irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns. The
undersigned agrees and consents to the entry of stop transfer instructions with
the Company’s Transfer Agent and Registrar against the transfer of any
Securities held by the undersigned except in compliance with this Agreement.


 


3

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


4