PARAGON SHIPPING INC.
COMPUTERSHARE TRUST COMPANY, N.A. and
Dated as of November 21, 2006
Warrants to Purchase Shares of Common Stock
THIS WARRANT AGREEMENT, dated as of November 21, 2006, is entered into between
PARAGON SHIPPING INC., a Marshall Islands corporation (the “ Company ”), and Computershare, Inc. a
Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A. a federally chartered
trust company, having its principal office at 250 Royall Street, Canton, MA 02021 (Collectively ( “Warrant
Agent” ), or individually “Computershare” and the “Trust Company”, respectively), agree as follows:, as
warrant agent (the “ Warrant Agent ”).
A. The Company proposes to issue Warrants, as hereinafter described (the “ Warrants ”), each
to purchase at the Warrant Price (as defined below) one share of Class A Common Stock, par value $.001 per
share, of the Company.
B. The Company desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to act on behalf of the Company, in connection with the issuance of the Warrant Certificates (as
defined below) and the other matters provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the
parties hereto agree as follows:
“ Additional Common Stock ” shall mean all Common Stock issued or issuable by the Company after
the date of this Agreement, other than the Warrant Shares.
“ Affiliate ” shall mean, as to any Person, any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control of such Person. For purposes of this definition, “control” when
used with respect to any Person means the power to direct the manage