Exhibit
4.1


 


016570|    003590|127C|RESTRICTED||4|057-423


 


	
  COMMON STOCK

  CLASS A

  	
  COMMON STOCK

  CLASS A

  
	
  PAR VALUE $0.001

  	
  PAR VALUE $0.001

  



 


	
  Certificate

  	
   

  	
  Shares

  
	
  Number

  	
   

  	
  **600620******

  
	
  ZQ 000000

  	
  PARAGON SHIPPING INC.

  	
  ***600620*****

  
	
   

  	
  INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF THE
  MARSHALL ISLANDS

  	
  ****600620****

  
	
   

  	
  120,000,000 AUTHORIZED SHARES $0.001 PAR VALUE

  	
  *****600620***

  
	
   

  	
   

  	
  ******600620**

  



 


	
  THIS
  CERTIFIES THAT

  	
  MR SAMPLE & MRS SAMPLE &

  	
  CUSIP
  69913R    10    1

  
	
   

  	
  MR SAMPLE & MRS SAMPLE

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  is
  the owner of

  	
  ***   SIX HUNDRED THOUSAND

  	
   

  
	
   

  	
  SIX HUNDRED AND TWENTY  ***

  	
   

  



 


FULLY-PAID
AND NON-ASSESSABLE SHARES OF THE COMMON STOCK CLASS A OF


 


Paragon
Shipping Inc. (hereinafter called the “Company”),
transferable on the books of the Company in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby, are issued and shall be held
subject to all of the provisions of the Articles of Incorporation, as amended,
and the By-Laws, as amended, of the Company (copies of which are on file with
the Company and with the Transfer Agent), to all of which each holder, by
acceptance hereof, assents. This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.


 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.


 


 


	
   

  	
   

  	
  DATED << Month Day Year>>

  
	
  /s/ ILLEGIBLE

  	
   

  	
   

  	
   

  
	
  President

  	
   

  	
  COUNTERSIGNED AND REGISTERED

  
	
   

  	
  [SEAL]

  	
  COMPUTERSHARE TRUST COMPANY, INC.

  
	
  /s/ ILLEGIBLE

  	
   

  	
  (DENVER)

  
	
  Secretary

  	
   

  	
  TRANSFER AGENT AND REGISTRAR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



SECURITY INSTRUCTIONS ON REVERSE


 

















 


PARAGON SHIPPING INC.

TRANSFER FEE $25.00


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”),  OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.


 


THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS
A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES
ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
TO THE DATE WHICH IS [IN THE CASE OF RULE 144A SECURITIES: TWO YEARS] [IN THE
CASE OF REGULATIONS SECURITIES: ONE YEAR] AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY, ONLY (A) TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A. TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SUBJECT TO THE COMPANY’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT THAT SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


BY
ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH
HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE
BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF PLANS, INDIVIDUAL RETIREMENT
ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY
WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLANS,
ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY
WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE
SIMILAR LAWS.


 


	
  The following
  abbreviations, when used in the inscription on the face of this certificate,
  shall be construed as though they were written out in full according to
  applicable laws or regulations:

  
	
   

  	
  TEN COM 

  	
  - as tenants in common

  	
  UNIF GIFT MIN ACT -

  	
                            

  	
  Custodian

  	
                          

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
  TEN ENT 

  	
  - as tenants by the
  entireties

  	
   

  	
  under Uniform Gifts to
  Mirrors Act                  

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
  JT TEN 

  	
  - as joint tenants with
  right of

    survivorship  and
  not as tenants in

    common

  	
  UNIF TRF MIN ACT

  	
                   Custodian
  (until age       )               

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
  under Uniform Transfers to
  Minors Act                

  
	
   

  	
  Additional abbreviations
  may also be used though not in the above list.

  	
   

  	
  (State)

  



 


THE
COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A
SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND
THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH
SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS
AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES.
SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO
THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR
DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY
A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM
THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF
ANY SUCH CERTIFICATE.


 


PLEASE INSERT SOCIAL SECURITY OR  OTHER IDENTIFYING NUMBER OF ASSIGNEE


	
  For value received,            
  hereby sell, assign and transfer unto

  



 


 


(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING POSTAL ZIP  CODE,
OF ASSIGNEE)


 


 


 


 


	
   

  	
   

  	
  Shares

  
	
  of the class A common stock
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint

  	
   

  	
   

  
	
   

  	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

  	
   

  	
   

  



 


	
  Dated:
                                   
  20                       

  	
   

  	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

   

  THE SIGNATURE(S) SHOULD BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks Stockbrokers, Savings
  and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

  
	
   

  
	
  Signature: 

  	
   

  
	
   

  	
   

  
	
  Signature: 

  	
   

  
	
   

  	
  Notice:

  	
  The signature to this
  assignment must correspond with the name as written upon the face of the
  certificate, in every particular, without alteration or enlargement, or any
  change whatever.