Exhibit 10.7


 


RIGHT OF FIRST REFUSAL
AGREEMENT


 


This Right of First Refusal Agreement (this “Agreement”) is made
effective as of November 20, 2006 by and between PARAGON SHIPPING INC., a
Marshall Islands corporation (the “Company” or “Paragon”) and Michael
Bodouroglou, an individual residing in Greece, (the “Grantor”).


 


WHEREAS, the Company is engaged in the business of owning, operating,
managing and chartering drybulk carriers.


 


WHEREAS, the Grantor is employed by the Company as the Company’s
President and Chief Executive Officer pursuant to an employment agreement
between the Grantor and the Company dated as of the date of this Agreement (the
“Employment Agreement”).


 


WHEREAS, the Grantor desires to grant to the Company, subject to the
terms and conditions set forth herein, a right of first refusal over any
opportunities that the Grantor or any affiliated entity may obtain during the
term of the Employment Agreement to purchase drybulk carriers.


 


AGREEMENT


 


For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Grantor and Paragon agree to the following:


 


1.                          Right
of First Refusal


 


(a)       During the term of the
Employment Agreement, Grantor agrees that he shall use all commercially
reasonably efforts to allow the Company to exercise a right of first refusal to
acquire any drybulk carrier that the Grantor, either directly or through one or
more Affiliated Entities, enters into a definitive agreement setting forth the
terms upon which he or an Affiliated Entity may acquire a drybulk carrier (each
an “Opportunity”).


 


(b)       For purposes of this
Agreement, an “Affiliated Entity” of the Grantor shall mean any other person or
entity directly or indirectly controlled by or under direct or indirect common
control with the Grantor. For purposes of this Section l(b), “control,” means
the power to direct the management and policies of such person, directly or
indirectly, whether through the ownership of voting securities or other
beneficial interest, by contract or otherwise.


 


2.                          Exercise
of Right of First Refusal


 


(a)       Upon the Grantor or an
Affiliated Entity of the Grantor acquiring an Opportunity, the Grantor shall
notify, or cause the Affiliated Entity to notify (each a “Notice”), a committee
consisting of the Company’s independent directors of the terms of such
Opportunity, which terms shall be no less favorable than the terms offered to
the Grantor an Affiliated Entity of the Grantor. For purposes of this
Agreement, notice delivered to the Secretary of the Company addressed to the “Independent
Members of the Board of Directors” shall be deemed to be given to a committee
consisting of the Company’s independent directors. Upon receipt of Notice, the
Company shall have a period of not less than seven (7) calendar days in the
case of a Notice relating to an Opportunity relating to the acquisition of a
single drybulk carrier, or fourteen (14) calendar days in the case of Notice
relating to more than one drybulk carrier, to either accept or decline the


 

















 


Opportunity,
and the Grantor shall not, and shall cause the Affiliated Entity not to,
acquire the vessel during such period.


 


(b)       In the event that the
Company accepts an Opportunity, the Grantor shall, or shall cause the
Affiliated Entity to, use his or its commercially reasonable efforts to permit
the Company to acquire the drybulk carrier on the terms set forth in the
Opportunity.


 


3.         Notices. All notices, requests,
demands and other communications to any party hereunder shall be in writing
(including prepaid overnight courier, facsimile transmission, email
transmission or similar writing) and shall be given to such party at its
respective address or facsimile number set forth below or at such other address
or facsimile numbers as such party may hereafter specify for the purpose by notice
to the other party hereto. Each such notice, request or other communication
shall be effective (i) if given by facsimile, when such facsimile is
transmitted to the facsimile number specified in this Section 3 and telephonic
confirmation of receipt thereof is obtained or (ii) if given by mail, prepaid
overnight courier or any other means, when received at the address specified in
this Section or when delivery at such address is refused.


 


	
  Grantor:

  	
  Mr. Michael
  Bodouroglou

  
	
   

  	
  c/o
  Paragon Shipping Inc.

  
	
   

  	
  Voula
  Center

  
	
   

  	
  102-104
  V. Pavlou Street

  
	
   

  	
  Voula
  16673, Athens 

  
	
   

  	
  Greece

  
	
   

  	
   

  
	
  Company:

  	
  Paragon
  Shipping Inc.

  
	
   

  	
  Attn:
  Secretary

  
	
   

  	
  Voula
  Center, 102-104 V. Pavlou Street,

  
	
   

  	
  Voula
  16673,

  
	
   

  	
  Athens,
  Greece

  



 


4.         Governing Law. This Agreement
and the rights and obligations of the parties hereto shall be governed by and
construed in accordance with the laws of the State of New York.


 


5.         Further Assurances. The Grantor
agrees to execute, or to cause an Affiliated Entity to, acknowledge and deliver
all such instruments and take all such actions as Paragon from time to time may
reasonably request in order to further effectuate the purposes of this
Agreement and to carry out the terms hereof.


 


6.         Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and to
their respective heirs, executors, administrators, successors and assigns.


 


7.         Severability. If any term,
covenant or condition of this Agreement is held to be invalid, illegal or
unenforceable in any respect, then this Agreement shall be construed without
such provision.


 


7.         Counterparts. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original
and all of such counterparts together shall constitute one agreement. To
facilitate execution of this Agreement, the parties may execute and exchange
counterparts of signature pages by telephone facsimile.


 

















 


EXECUTED
as of the date set forth above.


 


 


	
   

  	
   

  	
  MICHAEL
  BODOUROGLOU

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
   

  	
   

  	
  PARAGON
  SHIPPING LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: