Exhibit 4.1


 


 



 


SAFE BULKERS, INC.


 


- and -


 


SAFETY MANAGEMENT OVERSEAS S.A.


 


AMENDED AND RESTATED

MANAGEMENT AGREEMENT


 


 




    	 



    	



    


TABLE OF CONTENTS


 


	ARTICLE I INTERPRETATION	 	1
	 	 	 
	ARTICLE II APPOINTMENT	 	6
	 	 	 
	ARTICLE III THE PARENT’S GENERAL OBLIGATIONS	 	7
	 	 	 
	ARTICLE IV THE MANAGER’S GENERAL OBLIGATIONS	 	8
	 	 	 
	ARTICLE V ADMINISTRATIVE SERVICES	 	9
	 	 	 
	ARTICLE VI COMMERCIAL SERVICES	 	11
	 	 	 
	ARTICLE VII INSURANCE	 	12
	 	 	 
	ARTICLE VIII AVAILABILITY OF OFFICERS	 	12
	 	 	 
	ARTICLE IX MANAGEMENT FEES AND EXPENSES	 	13
	 	 	 
	ARTICLE X BUDGETS, CORPORATE PLANNING AND EXPENSES	 	15
	 	 	 
	ARTICLE XI LIABILITY AND INDEMNITY	 	17
	 	 	 
	ARTICLE XII RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S AUTHORITY, AND NON-COMPETE PROVISIONS	 	18
	 	 	 
	ARTICLE XIII TERMINATION OF THIS AGREEMENT	 	20
	 	 	 
	ARTICLE XIV CHANGE IN CONTROL OF THE MANAGER AND RIGHT OF FIRST OFFER	 	22
	 	 	 
	ARTICLE XV NOTICES	 	23
	 	 	 
	ARTICLE XVI APPLICABLE LAW	 	24
	 	 	 
	ARTICLE XVII ARBITRATION	 	24
	 	 	 
	ARTICLE XVIII MISCELLANEOUS	 	25


 

	APPENDIX I	Form of Hajioannou Entities Restrictive Covenant Agreement
	APPENDIX II	Form of Polys Hajioannou Restrictive Covenant Agreement
	APPENDIX III	Form of Shipmanagement Agreement
	APPENDIX IV	Form of Supervision Agreement




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THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this
“Agreement”) is made on the 29th day of May, 2015 and amends and restates in its entirety that certain
Management Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to Management Agreement, dated December 7,
2011, that certain Amendment No. 2 to Management Agreement, dated July 29, 2013, and that certain Amendment No. 3 to Management
Agreement, dated February 25, 2014 (collectively, the “Original Agreement”),


 


BY AND BETWEEN:


 


(1)        SAFE BULKERS, INC., a company organized
and existing under the laws of the Republic of the Marshall Islands (the “Parent”); and


 


(2)        SAFETY MANAGEMENT OVERSEAS S.A., a
company organized and existing under the laws of the Republic of Panama (the “Manager”).


 


WHEREAS:


 


(A)        Pursuant to Section 18.1 of
the Original Agreement, the parties may amend the Original Agreement by an instrument in writing.


 


(B)        The Parent directly or indirectly wholly
owns or will wholly own (i) the corporations identified on Schedule A hereto, as such Schedule A may be amended from
time to time (the “Shipowning Subsidiaries”), each of which owns or will own one or more Drybulk Vessels (as
defined below) (the “Vessels”) and (ii) the corporations identified on Schedule B hereto, as such Schedule B
may be amended from time to time (together with the Shipowning Subsidiaries, the “Subsidiaries”).


 


(C)        The Manager has the benefit of expertise
in the technical and commercial management of Drybulk Vessels and administration of shipowning companies generally.


 


(D)        The Parent and the Manager desire to
amend and restate the Original Agreement and adopt this Agreement, pursuant to which the Manager shall represent the Group (as
defined below) in its dealings with third parties and provide either directly or through a Submanager (as defined below) technical,
commercial, administrative and certain other services to the Group as specified herein in connection with the management and administration
of the business of the Group, in each case, to the extent the Parent elects to have the Manager provide such services.


 


NOW, THEREFORE, THE PARTIES HEREBY AGREE:


 


Article
I


 


INTERPRETATION


 


Section
1.1 In this Agreement, unless the context otherwise requires:


 


“Affirmative Response”
shall have the meaning set forth in Section 14.4(b).



    	 



    	



    


“Affiliates” means, with
respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries,
are Controlled by, Control or are under common Control with the Person in question, and “Affiliate” means any
one of them.


 


“Agreement” shall have
the meaning set forth in the preamble.


 


“Approved Budget” shall
have the meaning set forth in Section 10.3.


 


“Board of Directors” means
the board of directors of the Parent as the same may be constituted from time to time.


 


“Business Days” means a
day (excluding Saturdays and Sundays) on which banks are open for business in Athens, Greece; Cyprus; and New York, New York.


 


“Change in Control of the Parent”
means the occurrence of any of the following events: (a) if any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group
acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act (other than one or more Hajioannou Entities) (collectively, an “Acquiring Person”), becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the
total voting power of the outstanding voting securities of the Parent, and such percentage represents a higher percentage of such
voting power than the Hajioannou Entities, collectively; or (b) the approval by the shareholders of the Parent of a proposed merger,
consolidation, recapitalization or similar transaction, as a result of which any Acquiring Person becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the total voting power
of the outstanding voting securities of the resulting entity following such transaction, and such percentage represents a higher
percentage of such voting power than the Hajioannou Entities, collectively; or (c) a change in directors after which a majority
of the members of the Board of Directors are not Continuing Directors (as defined below). For purposes of this definition, such
person or group shall be deemed to beneficially own any outstanding voting securities of a corporation held by any other corporation
(the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate
a majority of the total voting power of the outstanding voting securities of such parent corporation.


 


“Control” or “Controlled”
means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person
or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and
operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract, or otherwise.


 


“Consent of the Parent”
means the prior written consent of a majority of the Independent Directors of the Parent.



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“Continuing Directors”
means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors immediately
after the Effective Date, or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority
of the directors then still in office who were either directors immediately after the Effective Date or whose nomination or election
was previously so approved.


 


“Crew” shall have the meaning
set forth in clause 1 of each Shipmanagement Agreement.


 


“Draft Budget” shall have
the meaning set forth in Section 10.1.


 


“Drybulk Vessel” means
any ocean-going vessel (including any Newbuild) that is intended to be used primarily to transport non-liquid cargoes of commodities
shipped in an unpackaged state.


 


“Drybulk Vessel Business”
means any business involved in the ownership or operation of Drybulk Vessels.


 


“Effective Date” means
the date upon which the initial public offering of the Parent was consummated.


 


“Exchange Act” means the
U.S. Securities Exchange Act of 1934, as amended.


 


“Executive Officers” means
the Chief Executive Officer, the President, the Chief Operating Officer and the Chief Financial Officer of the Parent, and/or such
other officers that may be agreed by the parties hereto after the date of this Agreement from time to time.


 


“First Offer Notice” shall
have the meaning set forth in Section 14.4(a).


 


“First Offer Period” shall
have the meaning set forth in Section 14.4(b).


 


“Force Majeure” shall have
the meaning set forth in Section 11.1.


 


“Group” means, at any time,
the Parent and the Subsidiaries at such time taking into account the Schedule A and Schedule B in effect at such time and
“member of the Group” shall be construed accordingly.


 


“Hajioannou Entities” means
Polys Hajioannou, Vorini Holdings Inc. and Machairiotissa Holdings Inc. and any entity controlled by, or under common control with,
any such individual or entity or any trust established for the benefit thereof.


 


“Hajioannou Restrictive Covenant
Agreement” means the Amended and Restated Restrictive Covenant Agreement, dated as of May 29, 2015, among Polys Hajioannou,
Vorini Holdings Inc., Machairiotissa Holdings Inc. and the Parent.


 


“Independent Directors”
means those members of the Board of Directors that qualify as independent directors within the meaning of Rule 10A-3 promulgated
under the 



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Exchange Act and the rules adopted thereunder and the listing criteria of the New York Stock Exchange.


 


“Initial Term” shall have
the meaning set forth in Section 13.1.


 


“Machairiotissa” means
Machairiotissa Holdings Inc., a company organized and existing under the laws of the Republic of the Marshall Islands.


 


“Management Fee” shall
have the meaning set forth in Section 9.1.


 


“Management Services” shall
have, in relation to a Vessel, the meaning set forth in clause 1 of the Shipmanagement Agreement applicable to such Vessel.


 


“Manager” shall have the
meaning set forth in the preamble.


 


“Manager Substitution”
shall have the meaning set forth in Section 2.6.


 


“Manager Competitive Activities”
shall have the meaning set forth in Section 12.4(a).


 


“Manager Related Parties”
shall have the meaning set forth in Section 11.2.


 


“Manager Restricted Period”
shall have the meaning set forth in Section 12.4(a).


 


“Negative Response” shall
have the meaning set forth in Section 14.4(b).


 


“Newbuild” means a new
vessel to be or which has just been constructed, or is under construction, which a member of the Group has agreed to acquire pursuant
to a shipbuilding contract, memorandum of agreement or otherwise.


 


“Other Manager” means Safe
Bulkers Management Limited, a Cypriot private limited company.


 


“Other Restrictive Covenant Agreement”
means the Amended and Restated Restrictive Covenant Agreement, dated May 29, 2015, between the Parent and Polys Hajioannou.


 


“Parent” shall have the
meaning set forth in the preamble.


 


“Person” means an individual,
corporation, limited liability company, partnership, joint venture, trust or trustee, unincorporated organization, association,
governmental authority or other entity.


 


“Proposed Change in Control of the
Manager” means:


 


		(a)	the approval by the board of directors of the Manager or the shareholders of the Manager of a proposed sale of all or substantially
all of the assets or property of the Manager necessary for the performance of its services under this Agreement; or




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		(b)	the approval of any transaction that would result in:



 


		(i)	the Hajioannou Entities beneficially owning, directly or indirectly, less than 60% of the outstanding voting securities or
voting power of the Manager or Machairiotissa, respectively; or



 


		(ii)	the Hajioannou Entities together with all directors, officers and employees of the Manager beneficially owning, directly or
indirectly, less than 80% of the outstanding voting securities or voting power of the Manager or Machairiotissa, respectively.



 


For purposes of this definition, the term Hajioannou Entities
shall exclude reference to Machairiotissa.


 


“Questioned Items” shall
have the meaning set forth in Section 10.2.


 


“Services” shall have the
meaning set forth in Section 2.3.


 


“Shipmanagement Agreement”
shall have the meaning set forth in Section 3.2.


 


“Shipowning Subsidiaries”
shall have the meaning set forth in the recitals.


 


“Submanager” shall have
the meaning set forth in Section 2.4.


 


“Subsequent Term” shall
have the meaning set forth in Section 13.1.


 


“Subsidiaries” shall have
the meaning set forth in the recitals.


 


“Supervision Agreement”
shall have the meaning set forth in Section 3.3.


 


“Term” shall have the meaning
set forth in Section 13.1.


 


“Vessels” shall have the
meaning set forth in the recitals.


 


Section
1.2        The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.


 


Section
1.3        All the terms of this Agreement, whether so expressed or not, shall be binding upon the parties hereto and their
respective successors and assigns.


 


Section
1.4        In the event of any conflict between this Agreement, any Shipmanagement Agreement or any Supervision Agreement, the
provisions of this Agreement shall prevail.


 


Section
1.5        Unless otherwise specified, all references to money refer to the legal currency of the United States of America.


 


Section
1.6        Unless the context otherwise requires, words in the singular include the plural and vice versa.



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Article
II



APPOINTMENT


 


Section
2.1        To the extent the Parent elects to have the Manager provide such services, the Manager is hereby appointed by the
Parent as the administrative manager of the Group and the Manager hereby accepts any such appointment on the terms and conditions
of this Agreement.


 


Section
2.2        To the extent the Parent elects to have the Manager provide such services, the Manager shall be appointed by (a)
each Shipowning Subsidiary pursuant to the provisions of Section 3.3 hereof as the technical and commercial manager of each such
Shipowning Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and this Agreement and
(b) each member of the Group acquiring a Newbuild, as the supervisor of the construction thereof on the terms and conditions of
the relevant Supervision Agreement and this Agreement.


 


Section
2.3        The Manager undertakes to use its best endeavors to provide:


 


(a)        the
services specified in Articles V, VI, VII and VIII of this Agreement;


 


(b)        the
services specified in each Supervision Agreement; and


 


(c)        the
Management Services in respect of each Vessel specified in each Shipmanagement Agreement (the services to be provided under Sections
2.3(a), 2.3(b) and 2.3(c) collectively the “Services”).


 


Section
2.4        The Manager may upon notice to the Parent appoint any Person (a “Submanager”) at any time throughout
the duration of this Agreement to discharge any of the Manager’s duties under this Agreement, provided that if such
Person is not an Affiliate of the Manager, the Manager shall obtain the Consent of the Parent prior to such appointment (such Consent
of the Parent not to be unreasonably withheld or delayed).


 


Section
2.5         The Manager’s power to delegate performance of any provision of this Agreement hereunder is without prejudice
to the Manager’s liability to the Parent to perform this Agreement with the intention that the Manager shall remain responsible
to the Parent for the due and timely performance of all duties and responsibilities of the Manager hereunder PROVIDED HOWEVER that
to the extent that any Submanager has performed any such duty, the Manager shall not be under any obligation to perform again the
same duty.


 


Section
2.6        The Parent may elect at any time to replace the Manager with the Other Manager for services provided hereunder (any
such replacement, a “Manager Substitution”). Upon a Manager Substitution, Schedule A, B and/or C hereto (as
the case may be) shall automatically be amended to reflect such a Manager Substitution. The Manager shall reasonably cooperate
with the Parent and the Other Manager to facilitate the transfer of such services (including the transfer of any prepaid costs
to the Other Manager) without disruption to the business of the Group or the incurrence of any additional costs or expenses to
the Group. A 



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Manager Substitution shall not result in an increase to, or duplication of, the aggregate management fees payable
to the Manager and the Other Manager.


 


Article
III



THE PARENT’S GENERAL OBLIGATIONS


 


Section
3.1        The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand
vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of
the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or Subsidairies, the purchase or creation of any
direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels
that the Parent has elected to be managed by the Manager, and shall promptly amend Schedule A and Schedule B hereto, as applicable,
to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually
agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule
A and/or Schedule B to the Manager by the Parent.


 


Section
3.2        For each Vessel the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager
into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement”
and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the
Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from
such form shall require the approval of the Board of Directors.


 


Section
3.3        To the extent the Parent elects to have the Manager provide such services, for each Newbuild the Parent shall, or
shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager
into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and,
collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager
and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract,
memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations
or additions which materially vary from such form shall require the approval of the Board of Directors.


 


Section
3.4        The Parent shall pay, or shall cause another member of the Group to pay, all slims due to the Manager punctually
in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.


 


Section
3.5        The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement
Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the
effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement
and/or any Supervision Agreement.



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Article
IV



THE MANAGER’S GENERAL OBLIGATIONS


 


Section
4.1        In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies,
guidelines and instructions from time to time communicated to it in writing by any member of the Group, exercising skill and diligence
to carry out its duties under this Agreement according to sound technical and commercial shipmanagement standards.


 


Section
4.2        The Manager shall act and do all and/or any of the following acts or things described in this Agreement and the relevant
Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of
the Parent and/or, as the context may require, the relevant Subsidiary.


 


Section
4.3        The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision
Agreements are not limited to the services described in such agreements and include those set forth in this Agreement.


 


Section
4.4        The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held
separately from the property of the Manager and, where applicable, held in safe custody.


 


Section
4.5        The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement,
PROVIDED HOWEVER, that the Manager, in the performance of its responsibilities under this Agreement, shall be entitled to have
regard to its overall responsibilities in relation to the management of its clients and in particular, without prejudice to the
generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the
prevailing circumstances the Manager considers to be fair and reasonable.


 


Section
4.6        Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or any Supervision
Agreement, the Manager agrees that any and all decisions of a material nature relating to the Parent, any Subsidiary, or any Vessel
shall be reserved to the Parent, such decisions including, but not being limited to:


 


(a)        the purchase and/or sale of shares in
any entity or other assets of a material nature;


 


(b)        the
purchase or formation of subsidiaries;


 


(c)        the
entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith;


 


(d)        the
entry into and/or termination or amendment of any contractual relationships between any member of the Group and a third party or
another member of the Group; and



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(e)        the
presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $100,000
or its equivalent.


 


Section
4.7        During the Term, the Manager shall promote the business of the Group in accordance with the directions of the authorized
representative of the respective member of the Group and shall at all times use its best efforts to conform to and comply with
the lawful and reasonable directions, regulations or recommendations made by such authorized representative, and in the absence
of any specific directions or recommendations as aforesaid and, subject to the terms and conditions of this Agreement, shall provide
general administrative and advisory services in connection with the management of the business of the Group.


 


Section
4.8        The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement
Agreement, shall ensure that any purchases of products or services from any of its affiliates or any other related entity shall
be on terms no less favorable to the Manager than the market prices for products or services that the Manager could obtain on an
arm’s-length basis from unrelated third parties.


 


Section
4.9        During the term hereof, the Manager agrees that, except as provided in Section 12.4(b), it will provide the services
in this Agreement to the Group on an exclusive basis and, without receiving the Consent of the Parent, it will not provide any
Services or other services contemplated herein to any entity other than the Parent, as applicable, and each Subsidiary.


 


Section
4.10      If a Vessel and a Drybulk Vessel directly or indirectly owned or operated by any of the Hajioannou Entities (other
than through the Parent or to the extent that such Hajioannou Entity is no longer subject to a Restrictive Covenant Agreement)
are both available and meet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter.


 


Section
4.11      The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make
the same available for inspection and auditing by the Parent at such times as may be mutually agreed by the Manager, on the one
hand, and the Parent, on the other hand.


 


Article
V



ADMINISTRATIVE SERVICES


 


Section
5.1        To the extent the Parent elects to have the Manager provide such services, the Manager shall provide certain general
administrative services to the Group, including, but not limited to, the following:


 


(a)        keeping
all books and records of things done and transactions performed on behalf of any member of the Group as it may require from time
to time, including, but not limited to, liaising with accountants, lawyers and other professional advisors;


 


(b)        except
as otherwise contemplated herein, representing any member of the Group generally in its dealings and relations with third parties;



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(c)        maintaining
the general ledgers of the Group, reconciliation of the Group’s bank accounts, preparation of periodic financial statements,
including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to
shareholders, arranging for the audit of any such financial statements and the provision of related data processing services;


 


(d)        providing
assistance in the preparation of periodic and other reports, proxy statements, registration statements and other documents and
reports required by applicable law or the rules of any securities exchange or inter-dealer quotation system on which the securities
of the Parent or any member of the Group may be listed or quoted;


 


(e)        preparing
and providing all tax returns required by any law or regulatory authority and developing, maintaining and monitoring internal audit
controls, disclosure controls and information technology for the Group;


 


(f)         appointing
lawyers, at the Parent’s cost, for providing all legal services to ensure that each member of the Group is in compliance
with all applicable laws, including all relevant securities laws, and owns or possesses all licenses, patents, copyrights and trademarks
which are necessary and used in the operation of its business;


 


(g)        appointing
lawyers, at the Parent’s cost, for providing for the presentation, negotiation, settlement, prosecution or defense of any
claim, demand or petition on behalf of any member of the Group arising in connection with the business of any member of the Group
for an amount not exceeding $100,000 or its equivalent, including the pursuit by any member of the Group of any rights of indemnification
or reimbursement;


 


(h)        providing
advice to the Group with respect to financing, including entering into negotiations with banks or other financial institutions
for the purpose of arranging financing for the Parent and its Subsidiaries and the monitoring and administration of compliance
with any applicable financing terms and conditions in effect with investors, banks or other financial institutions;


 


(i)         assisting
with arranging board meetings, director accommodation and travel for board meetings and preparing meeting materials and detailed
papers and agendas for scheduled meetings of the Board of Directors or the board of directors of any other member of the Group
(and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager
to enable the Board of Directors or such other board of directors (and any such committees) to base their opinion;


 


(j)         preparing
or causing to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance
with the Parent’s internal policies and procedures on any acquisition, investment or sale of any part of the business;


 


(k)        providing
or arranging for all services necessary to the engagement, employment and compensation of all employees, officers, consultants
and directors of any member of the Group, including, without limitation, (i) administering payroll services, benefits and director’s
or consultant’s fees, (ii) establishing and maintaining procedures and systems to comply with tax, labor and employment and
worker’s compensation laws, rules and regulations 



    	10



    	



    

applicable to any member of the Group and (iii) administering compensation
and benefit programs of any member of the Group;


 


(l)         at
the request of the Parent, negotiating and arranging for cash management services, financing and hedging arrangements relating
to interest rates, currency exchange rates and commodity prices;


 


(m)       handling
general and administrative expenses of the Parent, which are related to its operation as public company and, upon being provided
by the Parent with funds in accordance with the terms of Article X of this Agreement, arranging for the payment of the same;


 


(n)        appointing
lawyers, at the Parent’s cost, for handling all administrative and clerical matters in respect of (i) the calling and arrangement
of all annual and/or special meetings of shareholders of the Parent, (ii) the preparation of all materials (including notices of
meetings and information circulars) in respect thereof and (iii) the submission of all such materials to the Parent in sufficient
time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Parent has full opportunity
to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Parent may require
or direct;


 


(o)        providing,
at the request and under the direction of the Parent, such communications to the transfer agent for the Parent as may be necessary
or desirable; and


 


(p)        providing
any such other administrative services as the Parent, the authorized Executive Officers or any other representative of the Parent
may request and the Manager may agree to provide from time to time.


 


Article
VI



COMMERCIAL SERVICES


 


Section
6.1        To the extent the Parent elects to have the Manager provide such services, the Manager shall provide the following
commercial services to the Group:


 


(a)        performing
class records review and physical inspections in connection with any vessel to be purchased by a member of the Group;


 


(b)        at the request and under the direction
of the Parent, providing administrative services in connection with the purchase of a second-hand vessel or the acquisition or
sale of a Newbuild, in either case by any member of the Group, including, if specifically instructed by the Parent in writing,
signing any agreed form of memorandum of agreement, shipbuilding contract or other similar contract for and on behalf of the relevant
member of the Group; and


 


(c)        at
the request of the Parent, providing certain services in connection with a member of the Group taking physical delivery of a Vessel
or registering a Vessel or deleting a Vessel from the applicable port of registry on behalf of the relevant member of the Group.



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Article
VII



INSURANCE


 


Section
7.1        To the extent the Parent elects to have the Manager provide such services, in addition to any duties of the Manager
to insure the Vessels as provided in clause 3.4 of each Shipmanagement Agreement, the Manager shall:


 


(a)        arrange
either directly or, through insurance brokers appointed by the Manager, to effect Director’s & Officers Liability insurance
for the Board of Directors and Executive Officers with such insurance companies, at such rates and otherwise on such other terms
as the Parent shall have instructed and/or agreed upon;


 


(b)        on
request, provide the Parent with a copy of any insurance claims and any reports prepared by the relevant insurers; and


 


(c)        subject
to having been provided with funds by the Parent in accordance with Article X ensure that all premiums on the Parent’s D&O
insurance are paid in a timely fashion.


 


Article
VIII



AVAILABILITY OF OFFICERS


 


Section
8.1        The Manager shall provide the Group with the services of those Executive Officers from time to time agreed with the
Parent. To the extent Executive Officers are so provided by the Manager, the remuneration for such Executive Officers shall be
reflected in the Management Fee and paid by the Manager. To the extent Executive Officers are not provided by the Manager but are
instead employed by the Parent, the Management Fee payable hereunder shall be reduced, in arrears, by an amount equal to the aggregate
costs of compensation and benefits and other incidental costs borne by the Parent as a result of such employment; provided
that such reduction shall be no greater than an amount to be agreed on an annual basis as part of the annual budgeting process
contemplated by Article X hereof; provided further, that, to avoid duplication, the Management Fee shall not be so
reduced to the extent the management fees payable to the Other Manager have been reduced with respect to the foregoing costs of
compensation, benefits and other incidental costs of the employment of the Executive Officers.


 


Section
8.2        The Executive Officers are entitled to direct the Manager to remove and replace any individual made available to
any member of the Group by the Manager serving as an officer or any senior manager serving as head of a business unit, in either
case, of that member of the Group other than any Executive Officer, from such position. The Board of Directors, in its sole discretion,
shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager serving as an Executive
Officer from such position and to appoint such other individual to serve as successor as the Board of Directors shall approve.
Furthermore, the Manager agrees that it will not remove any individual made available to any member of the Group by the Manager
serving as an officer or senior manager of that



    	12



    	



    

 member of the Group from his or her position without the consent of the Executive
Officers and, in the case of any Executive Officer, the Board of Directors. If any officer or senior manager who is made available
to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable
after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement
of such officer.


 


Section
8.3        The Parent may employ directly, at its sole cost, any other officers, senior managers or employees as it may deem
necessary, and such individuals will not be subject to this Agreement.


 


Section
8.4        The Manager will report to the Parent and the Board of Directors through any one of more of the Executive Officers
who are made available to the Parent by the Manager or by the Chief Executive Officer of the Manager.


 


Article
IX



MANAGEMENT FEES AND EXPENSES


 


Section
9.1 In consideration of the Manager providing the Services to the Group, during the current Subsequent Term (which began
on May 29, 2015 and ends on May 28, 2016, the Parent shall pay the Manager the following fees (together, the “Management
Fees” and, on a per Vessel basis, the “Management Fee”):


 


(a)        Subject
to paragraph (b) below, a fee of $975 per day per Vessel, payable monthly in arrears (pro rated to reflect the number of days that
the Parent (or any Subsidiary) owns or charters-in each Vessel during the applicable month);


 


(b)        a
fee of $250 per day per Vessel chartered--out to a third party on a bareboat charter basis payable monthly in arrears (pro rated
to reflect the number of days that the Parent (or any Subsidiary) owns each such Vessel during the applicable month);


 


(c)        a
fee equal to 0.0% calculated on the aggregate of the gross freight, demurrage, charter hire and ballast bonus obtained for the
employment of each Vessel during the Term, payable to the Manager monthly in arrears, but only to the extent such freight, demurrage,
charter hire or ballast bonus, as the case may be, is recognized as revenue;


 


(d)        a
commission equal to 1% calculated on the price set forth in the memorandum of agreement or other sale and purchase contract of
(i) the Newbuilds set forth on Schedule C hereto, payable upon delivery of the Newbuilds to the relevant member of the Group; and
(ii) any other Vessel bought or sold by the Parent or any Subsidiary, payable upon final delivery of such vessel to the relevant
member of the Group or the relevant purchaser, as applicable; and


 


(e)        a
fee of $550,000 per Newbuild for the services rendered by the Manager under the Supervision Agreement in respect of such Newbuild,
payable in accordance with the terms of such Supervision Agreement.



    	13



    	



    


The Management Fee payable hereunder shall
be reduced in the manner provided by Section 8.1 hereof.


 


Section
9.2        The Manager shall have the right to demand the Management Fee payable in relation to each Vessel from either the
Parent or the relevant member of the Group owning such Vessel under the terms of the relevant Shipmanagement Agreement or Supervision
Agreement, as applicable.


 


Section
9.3        In the event that a Shipmanagement Agreement is terminated, other than by reason of default by the Manager or
in connection with a Manager Substitution, the Management Fee payable to the Manager under Section 9.1(a) or, as the case
may be, Section 9.1(b) for the Vessel subject to such Shipmanagement Agreement shall be payable in respect of such Vessel for a
further period of three calendar months from the termination date. In addition (except
in the case of a Manager Substitution):


 


(a)        The
relevant member of the Group shall continue to pay Crew Support Costs (as such term is defined in the relevant Shipmanagement Agreement)
for the relevant Vessel during the said further period of three calendar months; and


 


(b)        the
relevant member of the Group shall pay any Severance Costs (as such term is defined in the relevant Shipmanagement Agreement) for
the relevant Vessel which may materialize.


 


All amounts payable to the Manager under this
Section 9.3 shall be paid promptly by the Parent to the Manager following receipt by the Parent of a final accounting of funds
due from the Parent or any other member of the Group in accordance with Section 13.6.


 


Section
9.4 


 


(a)        [INTENTIONALLY
LEFT BLANK].


 


(b)        For
each Subsequent Term (as defined below), the Management Fee for each Vessel will be set at a mutually agreed-upon rate between
the Parent and the Manager no later than 30 days prior to the commencement of the relevant Subsequent Term.


 


(c)        If
the Parent and the Manager are unable to agree on the Management Fee for any Subsequent Term pursuant to Section 9.4(b) hereof,
the Management Fee for such Subsequent Term will be determined by arbitration pursuant to the terms of Article XVII hereof.


 


Section
9.5        The Manager shall, at no additional cost to any member of the Group, provide the Group with office accommodation,
office staff (including secretarial, accounting and administrative assistance), facilities and stationery, and shall, subject to
Section 9.6 and Section 10.8, pay for all printing, postage, domestic telephone and all other usual office expenses incurred by
it as the Manager (it being understood that the services of the Executive Officers shall be provided pursuant to Section 8.1).


 


Section
9.6        The Parent hereby acknowledges that no capital expenditures, financial costs, operating expenses for each Vessel
or general and administrative expenses of the 



    	14



    	



    

Group are covered by the Management Fees and any such costs, expenditure and expenses
shall be paid fully by the Parent or, as the case may be, the applicable member of the Group, whether directly to third parties
or by payment to such third parties through the Manager and, without prejudice to Section 10.8, to the extent incurred by the Manager,
shall be reimbursed to it by the Parent and/or any member of the Group from which the Manager, in its discretion, seeks reimbursement.
Such capital expenditures, financial costs, operating expenses for each Vessel and general and administrative expenses of the Group
include, without limiting the generality of the foregoing, items such as:


 


(a)        fees,
interest, principal and any other costs due to the Group’s financiers and their respective advisors;


 


(b)        all
voyage expenses and vessel operating expenses directly relating to the operation and management of the Vessels (including Crew
costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance
and repair costs, vetting expenses, etc.);


 


(c)        any
commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment
bankers, insurance advisors or any other third parties whatsoever appointed by the Manager whether in its own name or on behalf
and/or in the name of any member of the Group;


 


(d)        any
commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors,
investment bankers, insurance advisors or any other third parties whatsoever sub-contracted to the Manager in the normal and reasonable
course of meeting the Manager’s duties and obligations under this Agreement including, without limiting the generality of
the foregoing, the duties provided in Articles V, VI and VII of this Agreement;


 


(e)        deductibles,
insurance premiums (including D&O insurance) and/or P&I calls; and


 


(f)         postage,
communication, traveling, victualing and other out-of-pocket expenses of the Manager and/or its personnel, incurred in providing
the Services, save for any such expenses incurred by the Manager under a Supervision Agreement.


 


Article
X



BUDGETS, CORPORATE PLANNING AND EXPENSES


 


Section
10.1      On or before October 20 of each calendar year, the Manager shall prepare and submit to the Executive Officers and
Board of Directors a detailed draft budget for the next calendar year in a format acceptable to the Executive Officers and Board
of Directors and generally used by the Manager which shall include a statement of estimated revenue, estimated general and administrative
expenses of the Group, to the extent the Parent has elected for the Manager to provide such services to the Group, and a proposed
budget for capital expenditures, repairs or alterations, including proposed expenditures in respect of dry-docking, 



    	15



    	



    

together with
an analysis as to when and why such replacements, improvements, renovations or expenditures may be required (collectively, the
“Draft Budget”).


 


Section
10.2      For a period of 15 days after receipt of the Draft Budget, the Executive Officers or Board of Directors from time
to time, may request further details and submit written comments on the Draft Budget. If the Executive Officers or Board of Directors
do not agree with any item of the Draft Budget, they will, within the same 15-day period, give the Manager notice of any inquiries
to the Draft Budget, which notice will include the list of items under consideration (the “Questioned Items”)
and a proposal for the resolution of each such Questioned Item. The Executive Officers, the Board of Directors and the Manager
will endeavor to resolve any such differences between them with respect to the Questioned Items, and any such differences that
are not resolved within 15 days after notice of such difference being given to the Manager will be settled by arbitration pursuant
to the terms of Article XVII hereof. If the Executive Officers or Board of Directors do not present any Questioned Items within
such 15-day period, they will be deemed to have accepted the Draft Budget and such Draft Budget shall be deemed to be the Approved
Budget (as defined in Section 10.3 below).


 


Section
10.3      By November 20 of the relevant calendar year the Manager will prepare and deliver to the Parent a revised budget
that has been approved by the Board of Directors, in consultation with the Executive Officers (the “Approved Budget”).


 


Section
10.4      The Manager may, from time to time, in any calendar year propose amendments to the Approved Budget upon 15 days’
notice to the Parent, in which event the Executive Officers (or, in the case of a change of 7.5% or more, the Board of Directors)
will have the right to approve the amendments in accordance with the process set out in Section 10.2 with the relevant time periods
being amended accordingly and provided that any Questioned Items are resolved within 45 days of receipt of the notice by the Parent.


 


Section
10.5      Once the Approved Budget has been delivered, the Manager shall prepare and present to the Parent its estimate of
the working capital requirements of the Vessels and the Group and the Manager shall each month update this estimate. Based on such
estimate, the Manager shall each month make a request to the Parent and/or, as the case may be, the relevant members of the Group,
in writing for the funds required to provide the Services to the Group and to operate each Vessel for the ensuing month, including
the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums,
bunkers or provisions. Such funds shall be received by the Manager within ten calendar days after the receipt by the Parent or,
as the case may be, the relevant member of the Group of the Manager’s written request and shall be held to the credit of
the Parent or, in the Manager’s discretion, the relevant member of the Group in a separate bank account. At the end of each
quarter or, if the Manager from time to time so requires, at the end of each month, the Manager shall preliminarily reconcile the
amounts advanced to it by the Parent or, as the case may be, the relevant member of the Group with the amounts actually expended
by it for the operation of each of the Vessels, and (a) the Manager shall remit to the Parent, or credit to the Parent amounts
to be advanced to it hereunder for future months, any unused portion of the amounts previously advanced by the Parent or, as the
case may be, any member of the Group, or (b) the Parent shall pay to the Manager any amounts properly expended by the Manager in
excess of the amounts previously advanced by the Parent or, as the case may be, any member of 



    	16



    	



    

the Group. The Parent and the Manager
shall reconcile any amounts due to the Parent by the Manager or due to the Manager by the Parent for each fiscal year of the Parent
as promptly as practicable following the close of each such fiscal year. Without prejudice to Section 10.8, any expenses incurred
by the Manager under the terms of this Agreement on behalf of any member of the Group may be debited against the account of the
respective member of the Group, but shall in any event remain payable by the Parent and the relevant member of the Group to the
Manager on demand.


 


Section
10.6      The Manager shall produce a monthly comparison between budgeted and actual expenditures to the Executive Officers.
The Manager shall also maintain the records of all costs and expenses incurred, including any invoices, receipts and supplementary
materials as are necessary or proper for the settlement of accounts.


 


Section
10.7      Insofar as any moneys are collected by the Manager under the terms of this Agreement, any Shipmanagement Agreement
and/or any Supervision Agreement (other than moneys payable by a member of the Group to the Manager), such moneys and any interest
thereon shall be held to the credit of the relevant member of the Group in a separate bank account in the name thereof, but operated
by the Manager and the Parent jointly. Interest on any such bank account shall be for the benefit of the relevant member of the
Group.


 


Section
10.8      Notwithstanding anything contained herein to the contrary, the Manager shall in no circumstances be required to
use or commit its own funds to finance the provision of the Services, other than (i) as contemplated by Section 8.1 hereof or (ii)
with respect to the employees employed by the Manager in the ordinary course of business.


 


Article
XI



LIABILITY AND INDEMNITY


 


Section
11.1      Save for the obligation of the Parent to pay any moneys due to the Manager hereunder, neither any member of the
Group nor the Manager shall be under any liability to the other for any failure to perform any of their obligations hereunder by
reason of Force Majeure. “Force Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable
control of the relevant member of the Group or the Manager, including, without limitation, acts of God, acts of civil or military
authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, insurrections,
riots, strikes or other labor disturbances, embargoes or other causes of a similar nature.


 


Section
11.2      The Manager, including its officers, directors, employees, shareholders, agents, sub-contractors and any Submanager
(the “Manager Related Parties”), shall be under no liability whatsoever to any member of the Group or to any
third party (including the Crew) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including
but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel), and howsoever arising
in the course of the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement, unless and to the
extent that the same is proved to have resulted solely from the gross negligence or willful misconduct of the Manager, its officers,
employees, agents, sub-contractors or any Submanager.



    	17



    	



    


Section
11.3      The Parent shall indemnify and hold harmless the Manager Related Parties against all actions, proceedings, claims,
demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising
out of or in connection with the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement and against
and in respect of any loss, damage, delay or expense of whatsoever nature (including legal costs and expenses on a full indemnity
basis), whether direct or indirect, incurred or suffered by any Manager Related Party arising out of or in connection with the
performance of this Agreement, any Shipmanagement Agreement and any Supervision Agreement, unless incurred or suffered due to the
gross negligence or willful misconduct of any Manager Related Party.


 


Section
11.4      It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to
time employed by the Manager) shall in any circumstances whatsoever be under any liability whatsoever to any member of the Group
or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect
or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality
of the foregoing provisions in this Article XI, every exemption, limitation, condition and liberty herein contained and every right,
exemption from liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled
hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid,
and for the purpose of all the foregoing provisions of this Article XI, the Manager is or shall be deemed to be acting as agent
or trustee on behalf of and for the benefit of all Persons who are or might be their servants or agents from time to time (including
sub-contractors as aforesaid) and all such Persons shall to this extent be or be deemed to be parties to this Agreement. Nothing
in this Section 11.4 shall be construed so as to further limit any liability the Manager may have to the Group under Section 11.2
hereof.


 


Section
11.5      The provisions of this Article XI shell survive any termination of this Agreement.


 


Article
XII



RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S

AUTHORITY, AND NON-COMPETE PROVISIONS


 


Section
12.1      Except as may be provided in this Agreement or in any separate written agreement between the Parent or any other
member of the Group and the Manager, the Manager shall be an independent contractor and not the agent of the Parent or any other
member of the Group and shall have no right or authority to incur any obligation on behalf of any member of the Group or to bind
any member of the Group in any way whatsoever. Nothing in this Agreement shall be deemed to make the Manager or any of its subsidiaries
or employees an employee, joint venturer or partner of any member of the Group.


 


Section
12.2      The Parent acknowledges that the Manager shall have no responsibility hereunder, direct or indirect, with regard
to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of any member
of the



    	18



    	



    

 Group, which is solely the responsibility of each respective member of the Group. Each member of the Group shall set its
corporate policies independently through its respective board of directors and executive officers and nothing contained herein
shall be construed to relieve such directors or officers of each respective member of the Group from the performance of their duties
or to limit the exercise of their powers.


 


Section
12.3      Notwithstanding the other provisions of this Agreement:


 


(a)        the Manager may act with respect to a
member of the Group upon any advice, resolutions, requests, instructions, recommendations, direction or information obtained from
such member of the Group or any banker, accountant, broker, lawyer or other Person acting as agent of or adviser to such member
of the Group and the Manager shall incur no liability to such member of the Group for anything done or omitted or suffered in
good faith in reliance upon such advice, instruction, resolution, recommendation, direction or information made or given by such
member of the Group or its agents, in the absence of gross negligence or willful misconduct by the Manager or its servants, and
shall not be responsible for any misconduct, mistake, oversight, error of judgment, neglect, default, omission, forgetfulness
or want of prudence on the part of any such banker, accountant, broker, lawyer, agent or adviser or other Person as aforesaid;


 


(b)        the Manager shall not be under any obligation
to carry out any request, resolution, instruction, direction or recommendation of any member of the Group or its agents if the
performance thereof is or would be illegal or unlawful; and


 


(c)        the Manager shall incur no liability to
any member of the Group for doing or failing to do any act or thing which it shall be required to do or perform or forebear from
doing or performing by reason of any provision of any law or any regulation or resolution made pursuant thereto or any decision,
order or judgment of any court or any lawful request, announcement or similar action of any Person or body exercising or purporting
to exercise the legitimate authority of any government or of any central or local governmental institution in each case where
the above entity has jurisdiction.


 


Section
12.4 


 


(a)       
During the period commencing on the Effective Date and ending one year following termination of the Management Agreement (the
“Manager Restricted Period”), the Manager shall be prohibited from, directly or indirectly, providing management
services to, or with respect to, any Drybulk Vessels (such activities, the “Manager Competitive Activities”),
other than as set forth in Section 12.4(b).


 


(b)        Subject to Section 4.10, the Manager may
engage in Manager Competitive Activities pursuant to its involvement with the Parent and with respect to the following: (i) Drybulk
Vessels that are owned or operated (which includes chartering—in activities) by the Hajioannou Entities or the children
of Polys Hajioannou and (ii) Drybulk Vessel Businesses that are acquired, invested in or controlled by the Hajioannou Entities
or the children of Polys Hajioannou, in the case of each of clauses (i) and (ii), subject to compliance with, or waivers of, 



    	19



    	



    

the
Hajioannou Restrictive Covenant Agreement and the Other Restrictive Covenant Agreements, as applicable.


 


Article
XIII



TERMINATION OF THIS AGREEMENT


 


Section
13.1      This Agreement shall be effective as of the Effective Date and, subject to Sections 13.2, 13.3, 13.4 and 13.5, shall
continue until the date falling two years after the Effective Date (the “Initial Term”). Thereafter the term
of this Agreement shall be extended on a year-to-year basis up to eight times (each a “Subsequent Term”) unless
the Parent, at least 12 months prior to the end of the then current term, gives written notice to the Manager that it wishes to
terminate this Agreement at the end of the then current term. In no event will the term of this Agreement (the “Term”)
extend beyond the date falling 10 years after the Effective Date.


 


Section
13.2      The Parent shall be entitled to terminate this Agreement upon notice in writing to the Manager if:


 


(a)        the Manager defaults in the performance
of any material obligation under this Agreement, subject to a cure right of 20 Business Days following written notice by the Parent,
provided that any default of the Manager to perform any of its obligations under a relevant Shipmanagement Agreement or any Supervision
Agreement shall not, in itself, entitle the Parent to terminate this Agreement pursuant to this Section 13.2(a) and shall only
allow the relevant member of the Group to terminate the relevant Shipmanagement Agreement or Supervision Agreement; provided,
further, that if a Submanager was performing services under a Shipmanagement Agreement that was terminated pursuant to this Section
13.2(a) due to the default of that Submanager, the Parent shall be entitled to direct the Manager to remove such Submanager with
respect to any other Shipmanagement Agreement under which such Submanager is then performing services;


 


(b)        any moneys due and payable to the Parent
or third parties by the Manager under this Agreement is not paid or accounted for within 10 Business Days following written notice
by the Parent; or


 


(c)        at
any time after the Initial Term upon 12 months’ written notice by the Parent.


 


Section
13.3      The Manager shall be entitled to terminate this Agreement by notice in writing to the Parent if


 


(a)        any
moneys payable by the Parent under this Agreement is not paid when due or if due on demand within 10 Business Days following demand
by the Manager;


 


(b)        the Parent defaults in the performance
of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written notice by
the Manager;


 


(c)        there
is a Change in Control of the Parent; or



    	20



    	



    


(d)        the
Management Fee for any Subsequent Term is determined by arbitration pursuant to the terms of Article XVII hereof and the arbitrators
accept the Parent’s proposal, with such termination being effective at the end of that Subsequent Term.


 


Section
13.4      Either party shall be entitled to terminate this Agreement immediately if


 


(a)        the
other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of either such
party is sold, seized or appropriated;


 


(b)        (i) the other party files a petition under
any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors
or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent or bankrupt
and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the other party shall admit in writing
its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager,
receiver or trustee of the other party of all or a substantial part of its assets; (v) or if an encumbrancer takes possession
of or a receiver or trustee is appointed over the whole or any part of the other party’s undertaking, property or assets;
or (vi) if an order is made or a resolution is passed for the other party’s winding up;


 


(c)        a distress, execution, sequestration or
other process is levied or enforced upon or sued out against a material amount of the other party’s property which is not
discharged within 20 Business Days;


 


(d)        the other party ceases or threatens to
cease wholly or substantially to carry on its business otherwise than for the purpose of a reconstruction or amalgamation without
insolvency previously approved by the terminating party;


 


(e)        the other party is prevented from performing
its obligations in any material respect hereunder by reasons of Force Majeure for a period of two or more consecutive months;
or


 


(f)         All Supervision Agreements and all Shipmanagement
Agreements are terminated in accordance with the respective terms thereof.


 


Section
13.5      Upon the effective date of termination pursuant to this Article XIII, the Manager shall promptly terminate its service
hereunder, ensuring that such termination occurs in a manner that minimizes any interruption to the business of the members of
the Group.


 


Section
13.6      Upon termination, the Manager shall, as promptly as possible, submit a final accounting of funds received and disbursed
under this Agreement, any Supervision Agreement and/or any. Shipmanagement Agreement and of any remaining Management Fees and/or
any other funds due from the Parent or any other member of the Group, calculated pro rata to the date of termination (except for
those amounts payable in respect of the three months following the termination date under Section 9.3, which shall be payable by
the Parent in accordance with that Section), and any non-disbursed funds of any member of the Group in the Manager’s possession
or control will be paid by the Manager as directed by such member of the



    	21



    	



    

 Group promptly upon the Manager’s receipt of all
sums then due it under this Agreement, any Supervision Agreement and/or any Management Agreement, if any.


 


Section
13.7      Upon termination of this Agreement, the Manager shall release to the Parent the originals where possible, or otherwise
certified copies, of all such accounts and all documents specifically relating to each Vessel or the provision of the Services.


 


Section
13.8      The provisions of this Article XIII shall survive any termination of this Agreement.


 


Article
XIV



CHANGE IN CONTROL OF THE MANAGER AND RIGHT OF FIRST OFFER


 


Section
14.1      During the Manager Restricted Period, the Manager is prohibited from transferring, assigning, selling or disposing
of substantially all or all of its assets or property that is necessary for the performance of its services under this Agreement,
any Supervision Agreement or any Shipmanagement Agreement to any other party without the Consent of the Parent except in the event
that at the same time as or within three months after such disposition takes place the Manager is set to replace the same with
equivalent assets or property.


 


Section
14.2      During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall
have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.


 


Section
14.3      The Parent and the Manager acknowledge that all potential transfers pursuant to this Article XIV are subject to
obtaining any and all written consents of governmental authorities and other non-affiliated third parties.


 


Section
14.4      Set forth below are the procedures for the Parent’s right of first offer to purchase the Manager under Section
14.2:


 


(a)        Prior
to engaging in any negotiations or otherwise offering to consummate a Proposed Change in Control of the Manager with any third
party, the Manager shall provide written notice of its intent to engage in a Proposed Change in Control of the Manager (a “First
Offer Notice”) and shall specify in such First Offer Notice the material terms and conditions (including the consideration
to be paid, which shall be in cash) on which it would be willing to consummate a Proposed Change in Control of the Manager with
the Parent, including any liabilities to be assumed by the Parent.


 


(b)        The Parent shall notify the Manager within
30 days after receiving a First Offer Notice (the “First Offer Period”) that either (i) the Parent does not
wish to participate in a Proposed Change in Control of the Manager (a “Negative Response”) or (ii) the Parent
does wish to participate in a Proposed Change in Control of the Manager, subject to the negotiation of the terms and conditions
of the Proposed Change in Control of the Manager in accordance with the provisions of this Article XIV (an “Affirmative
Response”).



    	22



    	



    


(c)        In the event of an Affirmative Response,
the Parent and the Manager shall negotiate in good faith during the First Offer Period the terms and conditions of an agreement
for the consummation of a Proposed Change in Control of the Manager with the Parent and such terms and conditions are to be based
on the terms and conditions set forth in the First Offer Notice.


 


(d)        In the event of a Negative Response or
in the event the Parent and the Manager are unable to agree on the terms and conditions of an agreement for the consummation of
a Proposed Change in Control of the Manager during the First Offer Period, then the Manager may consummate a Proposed Change in
Control of the Manager within 120 days after the earlier of the date the Manager receives a Negative Response and the end of the
First Offer Period with a third party on terms and conditions as to price that are not more favorable, and on such other terms
and conditions that are not materially more favorable, to the proposed purchaser than the terms and conditions specified in the
First Offer Notice.


 


(e)        If
the Manager does not consummate a Proposed Change in Control of the Manager to a third party within 120 days after the earlier
of the date the Manager receives a Negative Response from the Parent and the end of the First Offer Period in accordance with Section
14.4(d) then the Manager shall not thereafter consummate a Proposed Change in Control of the Manager without first offering to
consummate a Proposed Change in Control of the Manager with the Parent in the manner provided above.


 


Section
14.5      Upon request of the Parent, the Manager shall promptly disclose to the Parent the respective ownership, both record
and beneficial, interests in the Manager of (a) the Hajioannou Entities, (b) directors, officers and employees of the Manager as
a group, and (e) any other persons who are record or beneficial owners of the Manager, together with the identities of such other
persons.


 


Article
XV



NOTICES


 


Section
15.1      All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder,
shall be in writing, sent either by prepaid registered mail or telefax, and will be validly given if delivered on a Business Day
to an individual at the following address:


 


If to the Parent:


 


Safe Bulkers, Inc.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 



Telefax: +30 210 895 6900

Attention: President



    	23



    	



    


If to the Manager:


 


Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837

16605 Voula

Athens, Greece


 


Telefax: +30 210 895 6900

Attention: Managing Director


 


Article
XVI


 


APPLICABLE LAW


 


Section
16.1      This Agreement shall be governed by, and construed in accordance with, the laws of England.


 


Section
16.2      Except for Section 3.5 and Article XI which can be relied upon by a Submanager, no other term of this Agreement
is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.


 


Article
XVII


 


ARBITRATION


 


Section
17.1      Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance
with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect
to the provisions of this Article XVII. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
(LMAA) Terms current at the time when the arbitration proceedings are commenced.


 


Section
17.2      The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its
arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party
appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint
its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration
may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall
advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed
by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment
of a sole arbitrator.


 


Section
17.3      In the case of (i) any failure of the parties to agree on the Management Fee for any Subsequent Term within 30 days
prior to the commencement of that Subsequent Term or (ii) any failure of the parties to agree upon the resolution of any Questioned




    	24



    	



    

Items in a Draft Budget prior to the 20th of November of a calendar year, the terms of this Section 17.3 shall be applicable. Notwithstanding
any contrary provisions of this Article XVII (but otherwise subject to such provisions), the following “Baseball Arbitration”
provisions shall apply to the matters referred to in clauses (i) and (ii) above:


 


(a)        Each party shall designate one arbitrator
within 5 business days following the relevant date specified in clause (i) or (ii) above; and the two arbitrators so designated
shall designate a third within 10 Business Days thereafter; provided, however, that the parties may agree to a single
arbitrator. If either party fails to designate an arbitrator within such 5 Business Day period, the other arbitrator can render
an award hereunder.


 


(b)        Each party shall propose an amount for
each item in dispute that is subject to this Section 17.3, which shall be provided in writing to the arbitrators, together with
any supporting documentation. Such proposed amounts may differ from the amounts proposed by the parties in their negotiations
prior to triggering the implementation of this Section 17.3. The arbitrators may, but shall not be required to, accept oral testimony
in addition to supporting documentation.


 


(c)        Within
20 Business Days following the selection of the arbitrators hereunder, they shall, by majority vote, accept the proposal of one
party or the other for each item that is the subject of arbitration pursuant to this Section 17.3.


 


(d)        Awards
under this Section 17.3 shall not include costs, but may include interest if the payment date for any amount shall have passed.
The fees and expenses of the arbitrators under this Section 17.3 shall be borne by the losing party (and may be apportioned by
the arbitrators if more than one item is the subject of an arbitration).


 


(e)        Awards under this Section 17.3 shall be
final and binding on the parties.


 


Article
XVIII


 


MISCELLANEOUS


 


Section
18.1      This Agreement (which includes the Annex) constitutes the sole understanding and agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect
thereto. This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against
whom enforcement of such amendment, waiver or discharge is sought.


 


Section
18.2      During the term hereof, the Manager will not provide services hereunder through, or otherwise cause any member of
the Group to have, an office or fixed place of business in the United States.


 


Section
18.3      This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument.



    	25



    	



    



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


 


	 	SAFE BULKERS, INC.


	 	 	 
	 	By: /s/ Loukas Barmparis 



	 	Name: Loukas Barmparis
	 	Title: President
	 	 	 
	 	SAFETY MANAGEMENT OVERSEAS S.A.
	 	 	 
	 	By: /s/ George Papadopoulos

 

	 	Name: George Papadopoulos
	 	Title: General Manager



 


[Signature Page to Management Agreement]


    	 



    	



    


APPENDIX I


 


Form of Hajioannou Entities Restrictive
Covenant Agreement


    	 



    	



    







 



 


SAFE BULKERS, INC.,


 


POLYS HAJIOANNOU,


 


VORINI HOLDINGS INC.


 


- and -


 


MACHAIRIOTISSA HOLDINGS INC.


 





 



 


AMENDED AND RESTATED RESTRICTIVE COVENANT
AGREEMENT


 





 





 





 









    	 



    	



    


THIS AMENDED
AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made on May 29, 2015, and amends and restates
in its entirety that certain Restrictive Covenant Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to
Restrictive Covenant Agreement, dated December 7, 2011, and that certain Amendment No. 2 to Restrictive Covenant Agreement, dated
February 25, 2014 (collectively, the “Original Agreement”),


 


BY AND BETWEEN:


 


(1)        SAFE BULKERS,
INC., a Marshall Islands corporation (the “Company”);


 


(2)        POLYS HAJIOANNOU,
in his individual capacity (“P. Hajioannou”);


 


(3)        VORINI HOLDINGS
INC., a Marshall Islands corporation (“Vorini Holdings”); and


 


(4)        MACHAIRIOTISSA
HOLDINGS INC., a Marshall Islands corporation (“Machairiotissa Holdings” and, together with P. Hajioannou, Vorini
Holdings and, together with any entity controlled by or under common control with Machairiotissa Holdings, P. Hajioannou and/or
Vorini Holdings, the “Hajioannou Entities”).


 


WHEREAS:


 


(A)       Pursuant to Section
8.1 of the Original Agreement, the parties thereto may amend the Original Agreement by an instrument in writing;


 


(B)        Pursuant to the
Amended and Restated Management Agreement by and between the Company and Safety Management Overseas S.A., a Panamanian corporation
(the “SMO Manager”), dated May 29, 2015 (the “SMO Management Agreement”) and the Management
Agreement by and between the Company and Safe Bulkers Management Limited, a Cypriot private limited company (the “Safe
Bulkers Manager,” together with the SMO Manager, the “Managers”), dated May 29, 2015 (the “Safe
Bulkers Manager Management Agreement,” together with the SMO Management Agreement, the “Management Agreements”),
the Managers have agreed to provide certain management services to the Company on an exclusive basis, restrict certain competitive
activities and grant a right of first offer to the Company to purchase their respective assets and properties upon the occurrence
of certain events, all as described therein; and


 


(C)        the Company wishes
to (i) limit the activities of each of the Hajioannou Entities, on the terms and conditions set out in this Agreement in order
to prohibit certain activities that may compete with the business of the Company and (ii) be granted a right of first offer to
purchase the Hajioannou Entities’ relevant interest in each of the Managers in the event of a potential change of control
of each such Manager, respectively.


 


NOW, THEREFORE, in consideration
of the terms and conditions set forth below and other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties hereto agree as follows:




    	 



    	



    


Article
I


 


INTERPRETATION


 


Section
1.1        In this Agreement, unless the context otherwise requires:


 


(a)        “Affirmative
Response” shall have the meaning set forth in Section 4.2(b).


 


(b)        “Agreement”
shall have the meaning set forth in the preamble.


 


(c)        “Board
of Directors” means the board of directors of the Company as the same may be constituted from time to time.


 


(d)        “Break
Up Cost” means the aggregate amount of any and all costs including any taxes, registration fees, administrative expenses,
severance costs, and other similar costs and expenses that would be required to transfer Drybulk Vessels or any other portion of
a Non-Drybulk Acquisition that owns or operates Drybulk Vessels to the Company separately from the other assets of the Non-Drybulk
Acquisition.


 


(e)        “Business
Day” means a day (excluding Saturdays and Sundays) on which banks are open for business in Athens, Greece; Cyprus; and
New York, New York.


 


(f)         “Company”
shall have the meaning set forth in the preamble.


 


(g)        “Company
Group” means, at any time, the Company and its subsidiaries at such time and “member of the Company Group”
shall be construed accordingly.


 


(h)        “Competitive
Activities” shall have the meaning set forth in Section 3.1.


 


(i)        “Drybulk
Vessel” means any ocean-going vessel (including any Newbuild) that is intended to be used primarily to transport non-liquid
cargoes of commodities shipped in an unpackaged state.


 


(j)         “Drybulk
Vessel Business” means any business involved in the ownership or operation of Drybulk Vessels.


 


(k)        “Effective
Date” means May 28, 2008.


 


(l)         “First
Offer Notice” shall have the meaning set forth in Section 4.2(a).


 


(m)       “First
Offer Period” means (i) 30 days in the case of a Permitted Acquisition First Offer Right and (ii) 30 days in the case
of a Manager First Offer Right.


 


(n)        “Hajioannou
Entities” shall have the meaning set forth in the preamble.


 


(o)        “Independent
Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of
Rule 10A-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the listing criteria of the New York Stock
Exchange.



    	2



    	



    


(p)        “Machairiottisa
Holdings” shall have the meaning set forth in the preamble.


 


(q)        “Management
Agreements” shall have the meaning set forth in the recitals.


 


(r)         “Managers”
shall have the meaning set forth in the recitals.


 


(s)         “Manager
First Offer Right” shall have the meaning set forth in Section 4.1.


 


(t)         “Negative
Response” shall have the meaning set forth in Section 4.2(b).


 


(u)        “Newbuild”
means a new vessel to be or which has just been constructed, or is under construction, which a member of the Company Group has
agreed to acquire pursuant to a shipbuilding contract, memorandum of agreement or otherwise.


 


(v)        “Non-Drybulk
Acquisition” means an acquisition or investment that includes (i) both Drybulk Vessels and vessels other than Drybulk
Vessels and/or (ii) any business that owns or operates Drybulk Vessels and vessels other than Drybulk Vessels.


 


(w)       “P.
Hajioannou” shall have the meaning set forth in the preamble.


 


(x)        “Permitted
Acquisition” means an acquisition by any of the Hajioannou Entities of a Drybulk Vessel or an acquisition of or investment
in a Drybulk Vessel Business that (i) has been first offered to the Company and refused by the majority of the Independent Directors
and (ii) has been acquired or invested in by the relevant Hajioannou Entity on terms and conditions as to price that are not more
favorable, and on such other terms and conditions that are not materially more favorable, to such Hajioannou Entity than those
offered to the Company.


 


(y)        “Permitted
Acquisition First Offer Right” shall have the meaning set forth in Section 3.2(a).


 


(z)        “Proposed
Change in Control of a Manager” means:


 


(a) the approval
by the board of directors of a Manager or the shareholders of a Manager of a proposed sale of all or substantially all of the assets
or property of such Manager necessary for the performance of its services under this Agreement; or


 


(b) the approval
of any transaction that would result in:


 


 (i) the
Hajioannou Entities beneficially owning, directly or indirectly, less than 60% of the outstanding voting securities or voting power
of a Manager or Machairiotissa Holdings, respectively; or


 


 (ii) the
Hajioannou Entities together with all directors, officers and employees of a Manager beneficially owning, directly or indirectly,
less than 80% of the 



    	3



    	



    

outstanding voting securities or voting power of such Manager or Machairiotissa Holdings, respectively.


 


For purposes
of this definition, the term Hajioannou Entities shall exclude reference to Machairiotissa Holdings.


 


(aa)      “Restricted
Period” shall have the meaning set forth in Section 3.1.


 


(bb)      “Safe
Bulkers Manager Management Agreement” shall have the meaning set forth in the recitals.


 


(cc)       “Safe
Bulkers Manager” shall have the meaning set forth in the recitals.


 


(dd)      “SMO
Management Agreement” shall have the meaning set forth in the recitals.


 


(ee)       “SMO
Manager” shall have the meaning set forth in the recitals.


 


(ff)        “Sale
Transaction” shall have the meaning set forth in Section 4.2.


 


(gg)       “Vorini
Holdings” shall have the meaning set forth in the preamble.


 


Section 1.2        The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.


 


Section 1.3        All the terms of this Agreement, whether or not so expressed, shall be binding upon the parties hereto and their
respective successors and assigns.


 


Section 1.4       Unless the context otherwise requires, words in the singular include the plural and vice versa.


 


Article
II


 


ACKNOWLEDGEMENT AND REPRESENTATION


 


Section 2.1        Each of the Hajioannou Entities acknowledges he or it has received and reviewed the Management Agreements.


 


Section 2.2        Each of P. Hajioannou and Machairiotissa Holdings hereby represents and warrants that as of the date of this Agreement,
Machairiotissa Holdings (a) owns at least 80% of the capital stock of each of the Managers and (b) holds at least 80% of the voting
power of the outstanding capital stock of each of the Managers considered, in each case, for this purpose as a single class.


 


Section 2.3        Each of the Hajioannou Entities acknowledges and agrees that, pursuant to the terms of each of the Management Agreements,
during the respective term of each such Management Agreement, if a Drybulk Vessel owned by the Company and a Drybulk Vessel owned
or operated, directly or indirectly, by any of the Hajioannou Entities (other than through



    	4



    	



    

 the Company) are both available and
meet the criteria for a charter being fixed by either of the Managers, the Company’s Drybulk Vessel shall receive such charter.


 


Article
III


 


NON-COMPETITION


 


Section
3.1        During the period commencing on the Effective Date and ending one year following the date on which both Management
Agreements have been terminated (such period the “Restricted Period”), each of the Hajioannou Entities shall
not, subject to Section 3.2 hereof, directly or indirectly, engage in (a) the ownership or operation of any Drybulk Vessel
or (b) the acquisition of or investment in any Drybulk Vessel Business, other than pursuant to (i) their involvement with the Company
and its subsidiaries and (ii) their involvement with a Manager, in compliance with the terms of the applicable Management Agreements,
as the same may be waived or amended from time to time (together, the “Competitive Activities”).


 


Section
3.2      Notwithstanding the foregoing, the Hajioannou Entities may engage in Competitive Activities in the following circumstances:


 


(a)       with
respect to any Permitted Acquisition; provided that, (i) in the event of any subsequent proposed sale or transfer
of legal or beneficial ownership (in whole or in part) of the Permitted Acquisition by any of the Hajioannou Entities (other than
to another Hajioannou Entity), the relevant Hajioannou Entity or Entities shall grant to the Company a right of first offer on
such proposed sale or transfer of ownership (the “Permitted Acquisition First Offer Right”), in accordance with
the procedures set forth in Section 4.2 and (ii) any commercial management of Drybulk Vessels that are controlled by the
Hajioannou Entities in connection with the Permitted Acquisition is performed by either of the Managers;


 


(b)       with
respect to any Drybulk Vessels or Drybulk Vessel Business included in a Non-Drybulk Acquisition; provided that (i)
less than 50% of the fair market value of the Non-Drybulk Acquisition is attributable to the Drybulk Vessels and any related portion
of such business that is solely dedicated to the ownership and operation of such Drybulk Vessels, (ii) the relevant Hajioannou
Entity or Entities promptly offer to sell the Drybulk Vessels and such related portion of the business to the Company for their
fair market value plus any Break Up Costs and the majority of the Independent Directors refuse such offer and (iii) any commercial
management of Drybulk Vessels that are controlled by the Hajioannou Entities in connection with such Non-Drybulk Acquisition is
performed by either of the Managers. For purposes of this Section 3.2(b), fair market values shall be determined in good
faith by the Board of Directors;


 


(c)        passive
ownership of up to 9.99% of the outstanding voting securities of any publicly traded company that is a Drybulk Vessel Business
in whole or in part; and


 


(d)        with
respect to a maximum of four (4) Drybulk Vessels on the water at any one time and with respect to contracts with shipyards for
newbuild DryBulk Vessels 



    	5



    	



    

to be, directly or indirectly, owned, operated or financed by P. Hajioannou as part of his estate planning
for the benefit of one or more of his children, provided that, in the same manner contemplated with respect to a Permitted Acquisition,
(i) prior to the acquisition of any such Drybulk Vessels or entry into any such newbuilding contracts, such Drybulk Vessels or
such newbuilding contracts (A) have been first offered to the Company and refused by the majority of the Independent Directors
and (B) have been acquired or invested in on terms and conditions as to price that are not more favorable, and on such other terms
and conditions that are not materially more favorable, to the acquiror than those offered to the Company; and (ii) such DryBulk
Vessels or such newbuilding contracts shall be subject to the Permitted Acquisition First Offer Right, and P. Hajioannou shall
cause any of his children who owns or controls such a Drybulk Vessels or who are party to such newbuilding contractsto comply with
such Permitted Acquisition First Offer Right. For the purpose of this Section 3.2(d) it is understood and agreed that (i)
the transfer of control of any such DryBulk Vessel or assignment or other transfer of such a newbuilding contract from P. Hajioannou
to any of his children shall not trigger a Permitted Acquisition First Offer Right and (ii) commercial management for such Drybulk
Vessels may be performed by either of the Managers or any other person.


 


Section
3.3        For the avoidance of doubt, nothing in this Agreement shall be construed to restrict the ability of any Hajioannou
Entity to acquire, invest in, operate, manage or charter any vessel other than Drybulk Vessels or any shipping-related business
other than a Drybulk Vessel Business.


 


Article
IV


 


CONTROL OF MANAGER; RIGHT
OF FIRST OFFER


 


Section
4.1        During the Restricted Period, in the event of a Proposed Change in Control of a Manager, the Company shall have a
30-day right of first offer to purchase the relevant Hajioannou Entities’ direct or indirect interests in the Manager involved
in the Proposed Change in Control of a Manager (“Manager First Offer Right”). Set forth in Section 4.2
are the procedures applicable to the Manager First Offer Right.


 


Section
4.2        Set forth below are the procedures applicable to the Permitted Acquisition First Offer Right and the Manager First
Offer Right. For purposes of this Section 4.2, the term “Sale Transaction” shall mean (i) the sale or
transfer of ownership of the Permitted Acquisition by the relevant Hajioannou Entities, as described in Section 3.2(a),
in the case of a Permitted Acquisition First Offer Right and (ii) a Proposed Change in Control of a Manager, as described in Section
4.1, in the case of a Manager First Offer Right.


 


(a)       Prior
to engaging in any negotiations or otherwise offering to consummate a Sale Transaction with any third party, the relevant Hajioannou
Entity or Entities shall provide written notice of their intent to engage in a Sale Transaction (a “First Offer Notice”)
and shall specify in such First Offer Notice the material terms and conditions (including the consideration to be paid, which shall
be in cash) on which they would be willing to consummate a Sale Transaction with the Company, including any liabilities to be assumed
by the Company.



    	6



    	



    


(b)       The
Company shall notify the relevant Hajioannou Entity or Entities within the First Offer Period that either (i) the Company does
not wish to participate in a Sale Transaction (a “Negative Response”) or (ii) the Company does wish to participate
in a Sale Transaction, subject to the negotiation of the terms and conditions of the Sale Transaction in accordance with the provisions
of this Section 4.2 (an “Affirmative Response”).


 


(c)        In
the event of an Affirmative Response, the Company and the relevant Hajioannou Entity or Entities shall negotiate in good faith
during the First Offer Period the terms and conditions of an agreement for the consummation of a Sale Transaction with the Company
and such terms and conditions are to be based on the terms and conditions set forth in the First Offer Notice.


 


(d)        In
the event of a Negative Response or in the event the Company and the relevant Hajioannou Entity or Entities are unable to agree
on the terms and conditions of an agreement for the consummation of a Sale Transaction during the First Offer Period, then the
relevant Hajioannou Entity or Entities may consummate a Sale Transaction within 120 days after the earlier of the date the relevant
Hajioannou Entity or Entities receive a Negative Response and the end of the First Offer Period with a third party on terms and
conditions as to price that are not more favorable, and on such other terms and conditions that are not materially more favorable,
to the proposed purchaser than the terms and conditions specified in the First Offer Notice.


 


(e)        If
a Sale Transaction is not consummated with a third party within 120 days after the earlier of the date of the Negative Response
and the end of the First Offer Period in accordance with clause (d) then the relevant Hajioannou Entity or Entities shall
not thereafter engage in a Sale Transaction without first offering the Company a Permitted Acquisition First Offer Right or Manager
First Offer Right, as applicable, in the manner provided above.


 


Section
4.3       The Hajioannou Entities and the Company acknowledge that all potential transfers pursuant to Section 3.2(a)
and this Article IV are subject to obtaining any and all written consents of governmental authorities and offer nonaffiliated third
parties.


 


Article
V


 


NOTICES


 


Section
5.1        All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder,
shall be in writing, sent either by prepaid registered mail or telefax, and will be validly given if delivered on a Business Day
to a party at its respective address set forth below:


 




    	7



    	



    


Safe Bulkers, Inc.


c/o Safety Management Overseas S.A.


32 Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Attention: Chief Executive Officer


Telefax: 30-210-895-6900


 


Polys Hajioannou


c/o Safety Management Overseas S.A.


32 Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Attention: Polys Hajioannou


 


Vorini Holdings Inc.


c/o Safety Management Overseas S.A.


32 Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Attention: George Papadopoulos


 


Machairiotissa Holdings Inc.


c/o Safety Management Overseas S.A.


32 Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Attention: Antonios Prigkis


 


Article
VI


 


APPLICABLE LAW AND JURISDICTION


 


Section
6.1       This Agreement shall be governed by, and construed in accordance with, the laws of England.


 


Article
VII


 


ARBITRATION


 


Section
7.1       Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance
with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect




    	8



    	



    

to the provisions of this Article XVII. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
(LMAA) Terms current at the time when the arbitration proceedings are commenced.


 


Section
7.2        The reference shall be to three arbitrators. If the Company on the one hand or the Hajioannou Entities on the other
(with the Hajioannou Entities being treated as one party for the purposes of this Article VII) wishes to refer a dispute to arbitration,
that party shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party
to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator
unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other
party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring
a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as
sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as
if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to
provide for the appointment of a sole arbitrator.


 


Article
VIII


 


MISCELLANEOUS


 


Section
8.1       This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto, with the exception
of the Management Agreements. This Agreement may not be amended, waived or discharged except by an instrument in writing executed
by the party against whom enforcement of such amendment, waiver or discharge is sought.


 


Section
8.2       It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly,
if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended
to delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the operation
of such provision in the particular jurisdiction in which such adjudications is made.


 


Section
8.3        This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument.


 


[Remainder of page intentionally left blank.]



    	9



    	



    

IN WITNESS whereof the
undersigned have executed this Agreement as of the date first above written.


 


	 	SAFE BULKERS, INC.
	 	 
	 	By:  

	 	Name:	 
	 	Title	 
	 	 	 
	 	POLYS HAJIOANNOU
	 	

	 	 
	 	VORINI HOLDINGS INC.
	 	 	 
	 	By:  

	 	Name:	 
	 	Title	 
	 	 	 
	 	MACHAIRIOTISSA HOLDINGS INC.
	 	 	 
	 	By:  

	 	Name:	 
	 	Title	 




 


[SIGNATURE PAGE FOR RESTRICTIVE COVENANT AGREEMENT]


    	 



    	



    



APPENDIX II


 


Form of Polys Hajioannou Restrictive Covenant Agreement



    	 



    	



    




 



 




SAFE BULKERS, INC.,


 


- and -


 


POLYS HAJIOANNOU


 





 



 




AMENDED AND RESTATED RESTRICTIVE COVENANT
AGREEMENT


 





 





 


 








    	 



    	 



    

THIS AMENDED
AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made on May 29, 2015, and amends and restates
in its entirety that certain Restrictive Covenant Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to
Restrictive Covenant Agreement, dated February 25, 2014 (together, the “Original Agreement”),


 


BY AND BETWEEN:


 


(1)         SAFE BULKERS, INC.,
a Marshall Islands corporation (the “Company”); and


 


(2)         POLYS HAJIOANNOU,
in his individual capacity (“P. Hajioannou”).


 


WHEREAS:


 


(A)        Pursuant to Section
8.1 of the Original Agreement, the parties thereto may amend the Original Agreement by an instrument in writing;


 


(B)        Pursuant to the Amended
and Restated Restrictive Covenant Agreement by and between the Company and P. Hajioannou, Vorini Holdings, Inc., a Marshall Islands
corporation (“Vorini Holdings”), and Machairiotissa Holdings Inc., a Marshall Islands corporation (“Machairiotissa
Holdings” and, together with P. Hajioannou, Vorini Holdings and, together with any entity controlled by or under common
control with Machairiotissa Holdings, P. Hajioannou and/or Vorini Holdings, the “Hajioannou Entities”), dated
May 29, 2015 (the “Hajioannou Entities Restrictive Covenant Agreement”), the Hajioannou Entities: (i) are prohibited
from conducting certain activities that may compete with the business of the Company and (ii) granted a right of first offer to
purchase the Hajioannou Entities’ relevant interest in each of Safety Management Overseas S.A., a Panamanian corporation
(the “SMO Manager”), and Safe Bulkers Management Limited, a Cypriot private limited company (the “Safe
Bulkers Manager,” together with the SMO Manager, the “Managers”), in the event of a potential change
of control of each such Manager, respectively; and


 


(C)        the Company wishes
to limit the activities of P. Hajioannou in his capacity as a director or employee of the Company, and any entity controlled by
P. Hajioannou (“P. Hajioannou Entity”), on the terms and conditions set out in this Agreement to prohibit certain
activities that may compete with the business of the Company.


 


NOW, THEREFORE, in consideration
of the terms and conditions set forth below and other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties hereto agree as follows:


 


Article
I


 


INTERPRETATION


 


Section
1.1 In this Agreement, unless the context otherwise requires:


 


(a)        
“Affirmative Response” shall have the meaning set forth in Section 4.1(b).



    	 



    	



    


(b)        
“Agreement” shall have the meaning set forth in the preamble.


 


(c)        
“Board of Directors” means the board of directors of the Company as the same may be constituted from
time to time.


 


(d)        
“Break Up Cost” means the aggregate amount of any and all costs including any taxes, registration fees,
administrative expenses, severance costs, and other similar costs and expenses that would be required to transfer Drybulk Vessels
or any other portion of a Non-Drybulk Acquisition that owns or operates Drybulk Vessels to the Company separately from the other
assets of the Non-Drybulk Acquisition.


 


(e)        
“Business Day” means a day (excluding Saturdays and Sundays) on which banks are open for business in
Athens, Greece; Cyprus; and New York, New York.


 


(f)
        “Company” shall have the meaning set forth in the preamble.


 


(g)        
“Company Group” means, at any time, the Company and its subsidiaries at such time and “member of
the Company Group” shall be construed accordingly.


 


(h)         “Competitive
Activities” shall have the meaning set forth in Section 3.1.


 


(i)          “Drybulk
Vessel” means any ocean-going vessel (including any Newbuild) that is intended to be used primarily to transport non-liquid
cargoes of commodities shipped in an unpackaged state.


 


(j)          “Drybulk
Vessel Business” means any business involved in the ownership or operation of Drybulk Vessels.


 


(k)         “Effective
Date” means May 28, 2008.


 


(l)          “First
Offer Notice” shall have the meaning set forth in Section 4.1(a).


 


(m)        “First
Offer Period” means 30 days in the case of a Permitted Acquisition First Offer Right.


 


(n)         “Hajioannou
Entities” shall have the meaning set forth in the recitals.


 


(o)         “Hajioannou
Entities Restrictive Covenant Agreement” shall have the meaning set forth in the recitals.


 


(p)         “Independent
Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of
Rule 10A-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the listing criteria of the New York Stock
Exchange.


 


(q)         “Machairiotissa
Holdings” shall have the meaning set forth in the recitals.


 


(r)          “Management
Agreements” means the Safe Bulkers Manager Management Agreement and the SMO Management Agreement.



    	2



    	



    


(s)          “Managers”
shall have the meaning set forth in the recitals.


 


(t)          “Negative
Response” shall have the meaning set forth in Section 4.1(b).


 


(u)         “Newbuild”
means a new vessel to be or which has just been constructed, or is under construction, which a member of the Company Group has
agreed to acquire pursuant to a shipbuilding contract, memorandum of agreement or otherwise.


 


(v)         “Non-Drybulk
Acquisition” means an acquisition or investment that includes (i) both Drybulk Vessels and vessels other than Drybulk
Vessels and/or (ii) any business that owns or operates Drybulk Vessels and vessels other than Drybulk Vessels.


 


(w)        “Permitted
Acquisition” means an acquisition by P. Hajioannou of a Drybulk Vessel or an acquisition of or investment in a Drybulk
Vessel Business that (i) has been first offered to the Company and refused by the majority of the Independent Directors and (ii)
has been acquired or invested in by P. Hajioannou on terms and conditions as to price that are not more favorable, and on such
other terms and conditions that are not materially more favorable, to P. Hajioannou than those offered to the Company.


 


(x)         “Permitted
Acquisition First Offer Right” shall have the meaning set forth in Section 3.2(a).


 


(y)         “P.
Hajioannou” shall have the meaning set forth in the preamble.


 


(z)          “P.
Hajioannou Entity” shall have the meaning set forth in the recitals, and “P. Hajioannou Entities”
shall have a corresponding meaning.


 


(aa)        “Restricted
Period” shall mean the period commencing on the Effective Date and ending one year following the later of (i) the termination
of P. Hajioannou’s service with the Company as a director and (ii) the termination of P. Hajioannou’s service with
the Company as an employee.


 


(bb)       “Safe
Bulkers Manager Management Agreement” means the Management Agreement between the Company and the Safe Bulkers Manager,
dated on or about the date of this Agreement.


 


(cc)        “Safe
Bulkers Manager” shall have the meaning set forth in the recitals.


 


(dd)       “SMO
Management Agreement” means the Amended and Restated Management Agreement between the Company and the SMO Manager, dated
on or about the date of this Agreement.


 


(ee)        “SMO
Manager” shall have the meaning set forth in the recitals.


 


(ff)         “Sale
Transaction” shall have the meaning set forth in Section 4.1.


 


(gg)        “Vorini
Holdings” shall have the meaning set forth in the recitals.



    	3



    	



    


Section
1.2        The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.


 


Section 1.3        All the terms of this Agreement, whether or not so expressed, shall be binding upon the parties hereto and their respective
successors and assigns.


 


Section 1.4        Unless the context otherwise requires, words in the singular include the plural and vice versa.


 


Article
II


 


ACKNOWLEDGEMENT


 


Section 2.1        P. Hajioannou acknowledges he has received and reviewed the Management
Agreements.


 


Section 2.2        P. Hajioannou acknowledges and agrees that, pursuant to the terms of the Management Agreements, during the respective
terms of each of the Management Agreements, if a Drybulk Vessel owned by the Company and a Drybulk Vessel owned or operated, directly
or indirectly, by P. Hajioannou or any P. Hajioannou Entity (other than through the Company) are both available and meet the criteria
for a charter being fixed by either of the Managers, the Company’s Drybulk Vessel shall receive such charter.


 


Article
III


 


NON-COMPETITION


 


Section 3.1        During the Restricted Period, P. Hajioannou shall and procures that the P. Hajioannou Entities shall, subject to Section
3.2 hereof, not directly or indirectly, engage in (a) the ownership or operation of any Drybulk Vessel or (b) the acquisition
of or investment in any Drybulk Vessel Business, other than pursuant to his involvement with (i) any member of the Company Group,
or (ii) a Manager, in compliance with the restrictions on competitive activities set out in the Management Agreements, as the same
may be waived or amended from time to time (together, (a) and (b) are defined as the “Competitive Activities”).


 


Section 3.2        Notwithstanding the foregoing, P. Hajioannou may engage in Competitive Activities (including through any other P. Hajioannou
Entity) in the following circumstances:


 


(a)         with respect to any Permitted Acquisition; provided that, (i) in the event of any subsequent proposed sale
or transfer of legal or beneficial ownership (in whole or in part) of the Permitted Acquisition by P. Hajioannou directly or indirectly
through a P. Hajioannou Entity (other than to another Hajioannou Entity), P. Hajioannou shall grant to the Company a right of first
offer on such proposed sale or transfer of ownership (the “Permitted Acquisition First Offer Right”), in accordance
with the procedures set forth in Section 4.1 and (ii) any commercial management of Drybulk Vessels that are controlled by
P. Hajioannou (including through any other P. Hajioannou Entity) in connection with the Permitted Acquisition is performed by either
of the Managers;



    	4



    	



    


(b)         with
respect to any Drybulk Vessels or Drybulk Vessel Business included in a Non-Drybulk Acquisition; provided that (i)
less than 50% of the fair market value of the Non-Drybulk Acquisition is attributable to the Drybulk Vessels and any related portion
of such business that is solely dedicated to the ownership and operation of such Drybulk Vessels, (ii) P. Hajioannou promptly
offers to sell the Drybulk Vessels and such related portion of the business to the Company for their fair market value plus any
Break Up Costs and the majority of the Independent Directors refuse such offer and (iii) any commercial management of Drybulk
Vessels that are controlled by P. Hajioannou in connection with such Non-Drybulk Acquisition is performed by either of the Managers.
For purposes of this Section 3.2(b), fair market values shall be determined in good faith by the Board of Directors;


 


(c)         passive
ownership of up to 9.99% of the outstanding voting securities of any publicly traded company that is a Drybulk Vessel Business
in whole or in part; and


 


(d)         with
respect to a maximum of four (4) Drybulk Vessels on the water at any one time and with respect to contracts with shipyards for
newbuild DryBulk Vessels to be, directly or indirectly, owned, operated or financed by P. Hajioannou as part of his estate planning
for the benefit of one or more of his children, provided that, in the same manner contemplated with respect to a Permitted Acquisition,
(i) prior to the acquisition of any such Drybulk Vessels or entry into any such newbuilding contracts, such Drybulk Vessels or
such newbuilding contracts (A) have been first offered to the Company and refused by the majority of the Independent Directors
and (B) have been acquired or invested in on terms and conditions as to price that are not more favorable, and on such other terms
and conditions that are not materially more favorable, to the acquiror than those offered to the Company; and (ii) such DryBulk
Vessels or such newbuilding contracts shall be subject to the Permitted Acquisition First Offer Right, and P. Hajioannou shall
cause any of his children who owns or controls such a Drybulk Vessels or who are party to such newbuilding contracts to comply
with such Permitted Acquisition First Offer Right. For the purpose of this Section 3.2(e), it is understood and agreed
that (i) the transfer of control of any such DryBulk Vessel or assignment or other transfer of such a newbuilding contract from
P. Hajioannou to any of his children shall not trigger a Permitted Acquisition First Offer Right and (ii) commercial management
for such Drybulk Vessels may be performed by either of the Managers or any other person.


 


Section
3.3        For the avoidance of doubt, nothing in this Agreement shall be construed to restrict the ability of P. Hajioannou or
any other P. Hajioannou Entity to acquire, invest in, operate, manage or charter any vessel other than Drybulk Vessels or any shipping-related
business other than a Drybulk Vessel Business.


 


Article
IV


 


RIGHT OF FIRST OFFER


 


Section
4.1        Set forth below are the procedures applicable to the Permitted Acquisition First Offer Right. For purposes of this Section
4.1, the term “Sale Transaction” shall mean the sale or transfer of ownership of the Permitted Acquisition
by P. Hajioannou (directly, 



    	5



    	



    

or indirectly through a P. Hajioannou Entity), as described in Section 3.2(a), in the case of
a Permitted Acquisition First Offer Right.


 


(a)         Prior
to engaging in any negotiations or otherwise offering to consummate a Sale Transaction with any third party, P. Hajioannou shall
provide written notice of his intent to engage in a Sale Transaction (a “First Offer Notice”) and shall specify
in such First Offer Notice the material terms and conditions (including the consideration to be paid, which shall be in cash)
on which he would be willing to consummate a Sale Transaction with the Company, including any liabilities to be assumed by the
Company.


 


(b)         The Company
shall notify P. Hajioannou within the First Offer Period that either (i) the Company does not wish to participate in a Sale Transaction
(a “Negative Response”) or (ii) the Company does wish to participate in a Sale Transaction, subject to the
negotiation of the terms and conditions of the Sale Transaction in accordance with the provisions of this Section 4.1 (an
“Affirmative Response”).


 


(c)         In the
event of an Affirmative Response, the Company and P. Hajioannou shall negotiate in good faith during the First Offer Period the
terms and conditions of an agreement for the consummation of a Sale Transaction with the Company and such terms and conditions
are to be based on the terms and conditions set forth in the First Offer Notice.


 


(d)         In the
event of a Negative Response or in the event the Company and P. Hajioannou are unable to agree on the terms and conditions of
an agreement for the consummation of a Sale Transaction during the First Offer Period, then P. Hajioannou may consummate a Sale
Transaction within 120 days after the earlier of the date P. Hajioannou receives a Negative Response and the end of the First
Offer Period with a third party on terms and conditions as to price that are not more favorable, and on such other terms and conditions
that are not materially more favorable, to the proposed purchaser than the terms and conditions specified in the First Offer Notice.


 


(e)         If a
Sale Transaction is not consummated with a third party within 120 days after the earlier of the date of the Negative Response
and the end of the First Offer Period in accordance with clause (d) then P. Hajioannou shall not thereafter engage in a Sale Transaction
without first offering the Company a Permitted Acquisition First Offer Right in the manner provided above.


 


Section
4.2       P. Hajioannou and the Company acknowledge that all potential transfers pursuant to Section 3.2(a) and this Article
IV are subject to obtaining any and all written consents of governmental authorities and offer non-affiliated third parties.


 


Article
V


 


NOTICES


 


Section
5.1        All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall
be in writing, sent either by prepaid 



    	6



    	



    

registered mail or telefax, and will be validly given if delivered on a Business Day to a
party at its respective address set forth below:


 


Safe Bulkers, Inc.


c/o Safety Management Overseas S.A.


32 Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Attention: Chief Executive Officer


Telefax: 30-210-895-6900


 


Polys Hajioannou


c/o Safety Management Overseas S.A.


32 Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Attention: Polys Hajioannou


 


Article
VI


 


APPLICABLE LAW AND JURISDICTION


 


Section
6.1       This Agreement shall be governed by, and construed in accordance with, the laws of England.


 


Article
VII


 


ARBITRATION


 


Section
7.1       Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance
with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect
to the provisions of this Article VII. The arbitration shall be conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.


 


Section
7.2       The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator
and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within
14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints
its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own
arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may,
without the


 




    	7



    	



    

requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise
the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole
arbitrator.


 


Article
VIII


MISCELLANEOUS


 


Section
8.1       This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto, with the exception of the
Hajioannou Entities Restrictive Covenant Agreement and the Management Agreements. This Agreement may not be amended, waived or
discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge
is sought.


 


Section
8.2       It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to
delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the operation
of such provision in the particular jurisdiction in which such adjudications is made.


 


Section
8.3        This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all
of which together shall constitute one instrument.


 


[Remainder of page intentionally left blank.]



    	8



    	



    


IN WITNESS whereof the
undersigned have executed this Agreement as of the date first above written.


 





	 	SAFE BULKERS, INC.
	 	 	 
	 	By: 

	 	Name:
	 	Title
	 	 
	 	POLYS HAJIOANNOU
	 	 
	 	 








 


[SIGNATURE PAGE TO THE POLYS HAJIOANNOU RESTRICTIVE
COVENANT AGREEMENT]


    	 



    	



    


APPENDIX III


 


Form of Shipmanagement Agreement





    	 



    	



    









	1. Date of Agreement	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)	
	 	STANDARD SHIP MANAGEMENT AGREEMENT
	 	CODE NAME: “SHIPMAN 98”
	 	 	Part I
	 	3. Managers
    (name, place of registered office and law of registry) (CI 1)
	2. Owners (name, place
    of registered office and law of registry) (CI. 1)	 
	 	 

	 
	Name
	Name	SAFE BULKERS MANAGEMENT
    LIMITED
	 	 

	 
	Place of registered
    office
	Place of registered
    office	LIMASSOL, CYPRUS
	 	 

	 
	Law of registry
	Law of registry	Republic of Cyprus
	 	 
	 	 
	4.
    Day and year of commencement of Agreement (CI. 2)	 
	 	 
	 	 
	 	 
	5.
    Crew Management (state “yes” or “no” as agreed) (CI. 3.1)	6.
    Technical Management (stale “yes” or “no” as agreed) (CI. 3.2)
	 	 
	YES	YES
	 	 
	 	 
	7.
    Commercial Management (state “yes” or “no” as agreed) (CI. 3.3)	8.
    Insurance Arrangements (state “yes” or “no” as agreed) (CI. 3.4)
	 	 
	YES	YES
	 	 
	 	 
	9.
    Accounting Services (state “yes” or “no” as agreed) (CI. 3.5)	10.
    Sale or purchase of the Vessel (state “yes” or “no” as agreed) (CI. 3.6)
	 	 
	YES	YES
	 	 
	 	 
	11. Provisions
    (state “yes” or “no” as agreed) (CI. 3.7)	12.
    Bunkering (state “yes” or “no” as agreed) (CI. 3.8)
	 	 
	YES	YES
	 	 
	 	 
	13. Chartering
    Services Period (only to be filled in if “yes” slated in Box 7) (CI. 3.3(i))	14. Owners’ Insurance
    (state alternative (i), (ii) or (iii) of CI. 6.3)
	 	 	 
	Not Applicable	Clause 6.3(ii)
	 	 
	 	 
	15. Annual
    Management Fee (stale annual amount) (CI. 8.1)	16. Severance Costs
    (stale maximum amount) (CI. 8 4(ii))
	 	 
	See clause 8.1	Not applicable
	 	 
	 	 
	17. Day and
    year of termination of Agreement (CI. 17)	18. Law and Arbitration
    (state alternative 19.1, 19.2 or 19.3 place of
	 	arbitration must be
    stated) (CI. 19)
	 	 
	See clause 17	See clause 19.1
	 	 
	 	 
	19. Notices (stale postal
    and cable address, telex and
    telefax number (or	20. Notices (state postal
    and cable address, telex and
    telefax number for serving notice
	serving notice
    and communication to the Owners) (CI. 20)	and
    communication to the Managers) (CI. 20)
	 	 
	Safe Bulkers Inc.	KPMG Building – Office
    G1B
	 	 
	30-32 Avenue K,
    Karamanli,	AGIAS FILAKSEOS
    1
	 	 
	P.O. Box 70837	3025
	 	 
	16605 Voula	Limassol, Cyprus
	 	 
	Athens, Greece	Attention: Managing
    Director
	 	 
	Telefax:+30 211
    1 878 510	 
	 	 
	Attention: President	 





 


It is mutually agreed between the party stated in Box 2 and
the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A”




 


This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be dearly visible. In the event of any modification made to the
pre-printed text of this document which is not clearly visible, the text of the onginal BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.



    	 



    	



    

(Details of Vessel), “B” (Details
or Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be
performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes
“A”. ‘B’. “C” and “D” shall prevail over those or PART II to the extent
of such conflict but no further..


 


	Signature (s) (Owners)	Signature(s) (Managers)
	 	SAFE BULKERS MANAGEMENT LIMITED
	 	 


 


This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be dearly visible. In the event of any modification made to the
pre-printed text of this document which is not clearly visible, the text of the onginal BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.



    	 



    	



    

ANNEX “A” (DETAILS OF VESSEL
OR VESSELS) TO


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL
(BIMCO) 

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


 


Date of Agreement: March 31st 2015


 


Name of Vessel(s):


 


Particulars of Vessel(s):


Type of Vessel: Dry Bulk Carrier


 


GRT: 

NRT: 

DWT:


 


Call Sign:


IMO No: 

Flag: 

Class:


 





 


This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be dearly visible. In the event of any modification made to the
pre-printed text of this document which is not clearly visible, the text of the onginal BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.



    	 



    	



    

ANNEX “B” (DETAILS OF CREW) TO


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

STANDARD
SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


 


 


Date of Agreement:


 


	Details of Crew:	 	 
	Numbers	Rank	Nationality
	 	 	 
	1	Master	Filippino
	 	 	 
	1	Chief Engineer	Filippino
	 	 	 
	5	Officers	Filippino
	 	 	 
	14	Ratings	Filippino


 


This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be dearly visible. In the event of any modification made to the
pre-printed text of this document which is not clearly visible, the text of the onginal BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.






    	 



    	



    

ANNEX “C” (BUDGET) TO


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


 


Date of Agreement:


 


Manager’s Budget for the first year with effect from the Commencement
Date of this Agreement:


 





 


This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be dearly visible. In the event of any modification made to the
pre-printed text of this document which is not clearly visible, the text of the onginal BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.



    	 



    	



    

ANNEX “D” (ASSOCIATED VESSELS) TO


THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 

STANDARD
SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


 


 


NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX
“D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(1) OF THIS AGREEMENT.


 


Date of Agreement:


 


Details of Associated Vessels:


 


This document is a computer generated SHIPMAN 98 form printed
by authority of BIMCO. Any insertion or deletion to the form must be dearly visible. In the event of any modification made to the
pre-printed text of this document which is not clearly visible, the text of the onginal BIMCO approved document shall apply. BIMCO
assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved
document and this computer generated document.



    	 



    	



    

PART II


“SHIPMAN 98” Standard Ship Management Agreement


 




	1	 	1.	Definitions
	2	 	 	In this Agreement
    save where the context otherwise requires, the
	3	 	 	following words
    and expressions shall have the meanings hereby
	4	 	 	assigned to them.
	 	 	 	 
	5	 	 	“Owners”
    means the party identified in Box 2.
	6	 	 	“Managers”
    means the party identified in Box 3.
	7	 	 	“Vessel”
    means the vessel or vessels details of which are set out in
	8	 	 	Annex “A”
    attached hereto.
	9	 	 	“Business
    Day” shall have the same meaning as ascribed thereto in
	10	 	 	Section 1.1 of
    the Group Management Agreement.
	11	 	 	“Crew”
    means the Master, officers and ratings of the numbers, rank and
	12	 	 	nationality specified
    in Annex “B” attached hereto.
	13	 	 	“Crew
    Support Costs” means all expenses of a general nature which are
	14	 	 	not particularly
    referable to any individual vessel for the time being
	15	 	 	managed by the
    Managers and which are incurred by the Managers for
	16	 	 	the purpose of
    providing an efficient and economic management service
	17	 	 	and, without
    prejudice to the generality of the foregoing, shall include
	18	 	 	the cost of crew
    standby pay, training schemes for officers and ratings,
	19	 	 	cadet training
    schemes, sick pay, study pay, recruitment and interviews.
	20	 	 	“Severance
    Costs” means the costs which the employers are legally
	21	 	 	obliged to pay
    to or in respect of the Crew as a result of the early
	22	 	 	termination of
    any employment contract for service on the Vessel.
	23	 	 	“Crew
    Insurances” means insurances against crew risks which shall
	24	 	 	include but not
    be limited to death, sickness, repatriation, injury,
	25	 	 	shipwreck unemployment
    indemnity and loss of personal effects.
	26	 	 	“Group
    Management Agreement” means the Management Agreement,
	27	 	 	dated May 29,
    2015, between the Parent and the Managers.
	28	 	 	“Management
    Services” means the services specified in sub-clauses
	29	 	 	3.1 to 3.8 as
    indicated affirmatively in Boxes 5 to 12.
	30	 	 	“ISM
    Code” means the International Management Code for the Safe
	31	 	 	Operation of
    Ships and for Pollution Prevention as adopted by the
	32	 	 	International
    Maritime Organization (IMO) by resolution A.741(18) or
	33	 	 	any subsequent
    amendment thereto.
	34	 	 	“ISPS Code”
    means the International Ship and Port Facility Security
	35	 	 	Code constituted
    pursuant to resolution A.924(22) of the International
	36	 	 	Maritime Organisation
    now set out in Chapter XI-2 of the International
	37	 	 	Convention for
    the Safety of Life at Sea (SOLAS) 1974 (as amended)
	38	 	 	and the mandatory
    ISPS Code as adopted by a Diplomatic Conference
	39	 	 	of the International
    Maritime Organisation on Maritime Security in
	40	 	 	December 2002
    and includes any amendments or extensions to it and
	41	 	 	any regulation
    issued pursuant to it.
	42	 	 	“Parent”
    means Safe Bulkers, Inc. of Trust Company Complex, Ajeltake
	43	 	 	Road, Ajeltake
    Island, Majuro, Marshall Islands MH96960.
	44	 	 	“STCW
    95” means the International Convention on Standards of
	45	 	 	Training, Certification
    and Watchkeeping for Seafarers, 1978, as
	46	 	 	amended in 1995
    or any subsequent amendment thereto.
	 	 	 	 
	47	 	2.	Appointment
    of Managers
	48	 	 	With effect from
    the day and year stated in Box 4 and continuing unless
	49	 	 	and until terminated
    as provided herein, the Owners hereby appoint the
	50	 	 	Managers as the
    technical and commercial managers of the Vessels
	51	 	 	and the Managers
    hereby agree to act as the technical and commercial
	52	 	 	Mmanagers
    of the Vessel.
	 	 	 	 
	53	 	3.	Basis of Agreement
	54	 	 	Subject to the
    terms and conditions herein provided, during the period
	55	 	 	of this Agreement,
    the Managers shall carry out Management Services
	56	 	 	in respect of
    the Vessel as agents for and on behalf of the Owners.
	57	 	 	Subject to Section
    4.6 of the Group Management Agreement, Tthe
	58	 	 	Managers shall
    have authority to take such actions as they may from
	59	 	 	time to time
    in their absolute discretion consider to be necessary to
	60	 	 	enable them to
    perform this Agreement in accordance with sound ship
	61	 	 	management practice.
	 	 	 	 




	62	 	 	3.1 	Crew
    Management
	63	 	 	 	(only
    applicable if agreed according to Box 5)
	64	 	 	 	The
    Managers shall provide suitably qualified Crew for the Vessel
	65	 	 	 	as
    required by the Owners in accordance with the STCW 95
	66	 	 	 	requirements,
    provision of which includes but is not limited to the
	67	 	 	 	following
    functions:
	68	 	 	 	(i)
    	selecting
    and engaging the Vessel’s Crew, including payroll
	69	 	 	 	 	arrangements,
    pension administration, and insurances for
	70	 	 	 	 	the Crew other
    than those mentioned in Clause 6;







	71	 	 	 	(ii)	ensuring
    that the applicable requirements of the law of the
	72	 	 	 	 	flag of the Vessel
    are satisfied in respect of manning levels,
	73	 	 	 	 	rank, qualification
    and certification of the Crew and
	74	 	 	 	 	employment regulations
    including Crew’s tax, social
	75	 	 	 	 	insurance, discipline
    and other requirements;
	76	 	 	 	(iii)	ensuring that
    all members of the Crew have passed a
	77	 	 	 	 	medical examination
    with a qualified doctor certifying that
	78	 	 	 	 	they are fit
    for the duties for which they are engaged and are
	79	 	 	 	 	in possession
    of valid medical certificates issued in
	80	 	 	 	 	accordance with
    appropriate flag State requirements. In the
	81	 	 	 	 	absence of applicable
    flag State requirements the medical
	82	 	 	 	 	certificate shall
    be dated not more than three months prior to
	83	 	 	 	 	the respective
    Crew members leaving their country of
	84	 	 	 	 	domicile and
    maintained for the duration of their service on
	85	 	 	 	 	board the Vessel;
	86	 	 	 	(iv)	ensuring that
    the Crew shall have a command of the English
	87	 	 	 	 	language of a
    sufficient standard to enable them to perform
	88	 	 	 	 	their duties
    safely;
	89	 	 	 	(v)	arranging transportation
    of the Crew, including repatriation
	90	 	 	 	 	board and lodging
    as and when required at rates and types
	91	 	 	 	 	of accommodations
    as customary in the industry;
	92	 	 	 	(vi)	training of the
    Crew and supervising their efficiency;
	93	 	 	 	(vii)	keeping and maintaining
    full and complete records of any
	94	 	 	 	 	labor agreements
    which may be entered into with the Crew
	95	 	 	 	 	and, if applicable,
    conducting union negotiations;
	96	 	 	 	(viii)	operating the
    Managers’ drug and alcohol policy unless
	97	 	 	 	 	otherwise agreed
    and enforcing appropriate standing
	98	 	 	 	 	orders;
	99	 	 	 	(ix)	handle all details
    and negotiate or, as the case may be,
	100	 	 	 	 	appoint lawyers
    to handle all details and negotiate, the
	101	 	 	 	 	settlement of
    any and all claims of the Crew, including but
	102	 	 	 	 	not limited to,
    those arising out of accidents, sickness or
	103	 	 	 	 	death, loss of
    personal effectes, disputes under articles or
	104	 	 	 	 	contracts of
    enlistment, insurance policies and fines;
	105	 	 	 	(x)	ensuring that
    any concerns of any charterer with respect to
	106	 	 	 	 	any members of
    the Crew are appropriately investigated in a
	107	 	 	 	 	timely manner,
    communicating the results of such
	108	 	 	 	 	investigations
    to the Owner and, if appropriate, the charterer
	109	 	 	 	 	and if such concerns
    are well-founded, ensuring that any
	110	 	 	 	 	appropriate remedial
    actions are taken without delay; and
	111	 	 	 	(xi)	keeping and maintaining
    all administrative and financial
	112	 	 	 	 	records
    relating to the Crew as required by any applicable
	113	 	 	 	 	laws
    and any labor or collective agreements at any relevant
	114	 	 	 	 	member
    of the Group and rendering to the Owners.


	 	 	 	 	 
	115	 	 	3.2	Technical
    Management
	116	 	 	 	(only applicable
    if agreed according to Box 6)
	117	 	 	 	The Managers
    shall provide technical management necessary for
	118	 	 	 	the operation
    of the Vessel which includes, but is not limited to,
	119	 	 	 	the following
    functions:


	120	 	 	 	(i)	provision
    of competent personnel to supervise the
	121	 	 	 	 	maintenance and
    general efficiency of the Vessel;
	122	 	 	 	(ii)	arrangement and
    supervision of dry dockings, repairs,
	123	 	 	 	 	Alterations and
    the upkeep of the Vessel to the standards
	124	 	 	 	 	required by the
    Owners provided that the Managers shall be
	125	 	 	 	 	entitled to incur
    the necessary expenditure to ensure that
	126	 	 	 	 	the Vessel will
    comply with the law of the flag of the Vessel
	127	 	 	 	 	and of the places
    where she trades, and all requirements
	128	 	 	 	 	and recommendations
    of the classification society;
	129	 	 	 	(iii)	arrangement of
    the supply of necessary stores, spares and
	130	 	 	 	 	Lubricating oil;
	131	 	 	 	(iv)	appointment of
    surveyors and technical consultants as the
	132	 	 	 	 	Managers may
    consider from time to time to be necessary;
	133	 	 	 	(v)	development,
    implementation and maintenance of a Safety
	134	 	 	 	 	Management System
    (SMS) in accordance with the ISM
	135	 	 	 	 	Code (see sub-clauses
    4.2 and 5.3) and of a security
	136	 	 	 	 	system in accordance
    with the ISPS Code; and
	137	 	 	 	(vi)	handling any
    claims against the builder of the Vessel arising
	138	 	 	 	 	out of the relevant
    shipbuilding contract, if applicable; and
	139	 	 	 	(vii)	on request by
    the Owners, providing the Owners with a copy
	140	 	 	 	 	of
    any Inspection report, survey, valuation or any other
	141	 	 	 	 	similar
    report prepared by any shipbrokers, surveyors, the
	142	 	 	 	 	Class
    etc.,


	 	 	 	 	 
	143	 	 	3.3	Commercial
    Management
	144	 	 	 	(only applicable
    if agreed according to Box 7)

















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	145	 	 	 	The
    Managers shall provide the commercial operation of the
	146	 	 	 	Vessel, as required
    by the Owners, which includes, but is not
	147	 	 	 	limited to, the
    following functions:


	148	 	 	 	(i)	providing
    chartering services in accordance with the
	149	 	 	 	 	Owners’ instructions
    which include, but are not limited to,
	150	 	 	 	 	seeking and negotiating
    employment for the Vessel and the
	151	 	 	 	 	conclusion (including
    the execution thereof) of charter
	152	 	 	 	 	parties or other
    contracts relating to the employment of the
	153	 	 	 	 	Vessel, whether
    on a voyage, time, demise, contract of
	154	 	 	 	 	affreightment
    or other basis;, If such a contract exceeds the
	155	 	 	 	 	period stated
    in Box 13, consent thereto in writing shall first
	156	 	 	 	 	be obtained from
    the Owners;
	157	 	 	 	(ii)	arranging of
    the proper payment to Owners or their
	158	 	 	 	 	nominees of all
    hire and/or freight revenues or other moneys
	159	 	 	 	 	of whatsoever
    nature to which Owners may be entitled
	160	 	 	 	 	arising out of
    the employment of or otherwise in connection
	161	 	 	 	 	with the Vessel;.
	162	 	 	 	(iii)	providing voyage
    estimates and accounts and calculating of
	163	 	 	 	 	hire, freights,
    demurrage and/or despatch moneys due from
	164	 	 	 	 	or due to the
    charterers of the Vessel;
	165	 	 	 	(iv)	issuing to the
    Crew ofappropriate voyage instructions and
	166	 	 	 	 	monitoring voyage
    performance;
	167	 	 	 	(v)	appointing agents;
	168	 	 	 	(vi)	appointing stevedores
    and performing all usual and
	169	 	 	 	 	customary duties
    concerned with the loading and
	170	 	 	 	 	discharging of
    cargoes at all ports unless performed by the
	171	 	 	 	 	charterers from
    time to time;
	172	 	 	 	(vii)	arranging surveys
    associated with the commercial operation
	173	 	 	 	 	of the Vessel;
	174	 	 	 	(viii)	carrying out
    the necessary communications with the
	175	 	 	 	 	shippers, charterers
    and other involved with the receiving
	176	 	 	 	 	and handling
    of the Vessel at the relevant loading and
	177	 	 	 	 	discharging ports,
    including sending any notices required
	178	 	 	 	 	under the terms
    of th Vessel’s employment at the time;
	179	 	 	 	(ix)	preparing, issuing
    or causing to be issued to the shippers
	180	 	 	 	 	the custiomary
    freight contracts, cargo receipts, bills of
	181	 	 	 	 	lading, shipper’s
    customary bills or other documents
	182	 	 	 	 	required under
    the terms of the Vessel’s employment;
	183	 	 	 	(x)	invoicing on
    behalf of the Owners all freights, hires,
	184	 	 	 	 	demurrages. outgoing
    claims, refund of taxes, balances of
	185	 	 	 	 	disbursements,
    statements of account and other sums due
	186	 	 	 	 	to the Owners
    and account receivables arising from the
	187	 	 	 	 	operation of
    the Vessel and, upon the request of the
	188	 	 	 	 	Owners, issuing
    releases on behalf of the Owners upon
	189	 	 	 	 	receipt of payment
    or settlement of any such amounts;
	190	 	 	 	(xi)	preparing off-hire
    statements and/or hire statements;
	191	 	 	 	(xii) 	procuring and
    arranging for port entrance and clearance,
	192	 	 	 	 	pilots, Vessel
    agents, consular approvals and other services
	193	 	 	 	 	necessary for
    the management and safe operation of the
	194	 	 	 	 	Vessel;
	195	 	 	 	(xiii)	reporting to
    the Owners of any major casualties, damages
	196	 	 	 	 	received or caused
    by the Vessel or any major release or
	197	 	 	 	 	discharge of
    oil or other hazardous material not in
	198	 	 	 	 	compliance with
    any laws;.


	 	 	 	 	 
	199	 	 	3.4	insurance
    Arrangements
	200	 	 	 	(only
    applicable if agreed according to Box 8)
	201	 	 	 	The
    Managers shall arrange insurances in accordance with
	202	 	 	 	Clause
    6, on such terms and conditions as the Owners shall have
	203	 	 	 	instructed
    or agreed, in particular regarding underwriters,
	204	 	 	 	conditions,
    insured values, deductibles and franchises.
	 	 	 	 	 
	205	 	 	3.5	Accounting
    Services
	206	 	 	 	(only
    applicable if agreed according to Box 9)
	207	 	 	 	Without
    prejudice to the relevant provisions of the Group
	208	 	 	 	Management
    Agreement and, in particular but without limitation,
	209	 	 	 	Section
    4.11, Section 5.1 and Section 10.6 thereof, Tthe
	210	 	 	 	Managers
    shall:


	211	 	 	 	(i)	establish
    an accounting system which meets the
	212	 	 	 	 	requirements
    of the Owners and provide regular accounting
	213	 	 	 	 	services, supply
    regular reports and records,
	214	 	 	 	(ii)	maintain the
    records of all costs and expenditure incurred as
	215	 	 	 	 	well as data
    necessary or proper for the settlement of
	216	 	 	 	 	accounts between
    the parties.




	217	 	 	3.6
    	Sale
    or Purchase of the Vessel
	218	 	 	 	(only applicable
    if agreed according to Box 10)
	219	 	 	 	The Managers
    shall, in accordance with the Owners’ instructions,
	220	 	 	 	supervise the
    sale or purchase of the Vessel, including the
	221	 	 	 	performance of
    any sale or purchase agreement, but not
	222	 	 	 	negotiation of
    the same. The Managers shall, on the request of
	223	 	 	 	the Owners, either
    directly or by employing the services of a
	224	 	 	 	broker, endeavor
    to procure a buyer for the Vessel at a price and
	225	 	 	 	otherwise on
    terms acceptable to the Owners.
	 	 	 	 	 
	226	 	 	3.7 	Provisions
	227	 	 	 	(only applicable
    if agreed according to Box 11)
	228	 	 	 	The Managers
    shall arrange for the supply of provisions.
	 	 	 	 	 
	229	 	 	3.8 	Bunkering
	230	 	 	 	(only applicable
    if agreed according to Box 12)
	231	 	 	 	The Managers
    shall arrange for the provision of bunker fuel of the
	232	 	 	 	quality specified
    by the Owners as required for the Vessel’s trade.
	 	 	 	 	 


	233	 	4.	Managers’
    Obligations
	234	 	 	4.1     Without
    prejudice to the relevant provisions of the Group
	235	 	 	Management Agreement
    and in particular, but without limitation to the
	236	 	 	foregoing, the
    provisions of Section 2.3, Section 4.1, Section 4.5 and
	237	 	 	Section 4.7 thereof,
    Tthe Managers undertake to use their best
	238	 	 	endeavours to
    provide the agreed Management Services as agents for
	239	 	 	and on behalf
    of the Owners in accordance with sound ship
	240	 	 	management practice
    and to protect and promote the interests of the
	241	 	 	Owners in all
    matters relating to the provision of services hereunder.
	242	 	 	Provided, however,
    that the Managers in the performance of their
	243	 	 	management responsibilities
    under this Agreement shall be entitled to
	244	 	 	have regard to
    their overall responsibility in relation to all vessels as
	245	 	 	may from time
    to time be entrusted to their management and in
	246	 	 	particular, but
    without prejudice to the generality of the foregoing, the
	247	 	 	Managers shall
    be entitled to allocate available supplies, manpower and
	248	 	 	services in such
    manner as in the prevailing circumstances the
	249	 	 	Managers in their
    absolute discretion consider to be fair and
	250	 	 	reasonable.
	 	 	 	 
	251	 	 	4.2     Where
    the Managers are providing Technical Management in
	252	 	 	accordance with
    sub-clause 3.2, they shall procure that the
	253	 	 	requirements
    of the law of the flag of the Vessel are satisfied and they
	254	 	 	shall in particular
    be deemed to be the “Company” as defined by the
	255	 	 	ISM Code, assuming
    the responsibility for the operation of the Vessel
	256	 	 	and taking over
    the duties and responsibilities Imposed by the ISM
	257	 	 	Code when applicable.
	 	 	 	 
	258	 	5.	Owners’ Obligations
	259	 	 	5.1     Without
    prejudice to the relevant provisions of the Group
	260	 	 	Management Agreeemnt,
    Tthe Owners shall pay all sums due to the
	261	 	 	Managers punctually
    in accordance with the terms of this Agreement.
	 	 	 	 


	262	 	 	5.2     Where the Managers are providing Technical Management in
	263	 	 	accordance with
    sub-clause 3.2, the Owners shall:


	264	 	 	 	(i)	procure
    that all officers and ratings supplied by them or on
	265	 	 	 	 	their behalf
    comply with the requirements of STCW 95;
	266	 	 	 	(ii)	instruct such
    officers and ratings to obey all reasonable
	267	 	 	 	 	orders of the
    Managers in connection with the operation of
	268	 	 	 	 	the Managers’
    safety management system.


	 	 	 	 
	269	 	 	5.3     Where
    the Managers are not providing Technical Management in
	270	 	 	accordance with
    sub-clause 3.2, the Owners shall procure that the
	271	 	 	requirements
    of the law of the flag of the Vessel are satisfied and that
	272	 	 	they, or such
    other entity as may be appointed by them and identified to
	273	 	 	the Managers,
    shall be deemed to be the “Company” as defined by the
	274	 	 	ISM Code assuming
    the responsibility for the operation of the Vessel
	275	 	 	and taking over
    the duties and responsibilities imposed by the ISM
	276	 	 	Code when applicable.
	 	 	 	 
	277	 	6.	Insurance
    Policies
	278	 	 	The Owners shalt
    procure, whether by instructing the Managers under
	279	 	 	sub-clause 3.4
    or otherwise, that throughout the period of this
	280	 	 	Agreement:




















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“SHIPMAN 98” Standard Ship Management Agreement


 


	281	 	 	6.1     at the Owners’ expense, the Vessel is insured for not less than
	282	 	 	her sound market
    value or entered for her full gross tonnage, as the
	283	 	 	case may be for:


	284	 	 	 	(i)	usual
    hull and machinery marine risks [(including crew
	285	 	 	 	 	negligence)]
    and excess liabilities;
	286	 	 	 	(ii)	protection and
    indemnity risks (including pollution risks and
	287	 	 	 	 	Crew Insurances);
    and
	288	 	 	 	(iii)	war risks (including
    protection and indemnity and crew
	289	 	 	 	 	risks); and
	290	 	 	 	(iv)	any other insurance
    that the Owners determine or the
	291	 	 	 	 	Managers advise
    them in writing that, in either case, it is
	292	 	 	 	 	prudent or, as
    the case may be, appropriate on the basis of
	293	 	 	 	 	prevailing market
    practices to be obtained in respect of the
	294	 	 	 	 	Vessel, its freight/hire
    or any third party liabilities, in each
	295	 	 	 	 	case in accordance
    with the best practice of prudent owners
	296	 	 	 	 	of vessels of
    a similar type to the Vessel, with first class
	297	 	 	 	 	insurance companies,
    underwriters or associations ( “the
	298	 	 	 	 	Owners’
    Insurances” );


	 	 	 	 
	299	 	 	6.2     all premiums and calls and applicable deductibles and/or
	300	 	 	franchises
    on the Owners’ Insurances are paid promptly by their due
	301	 	 	date,
	 	 	 	 
	302	 	 	6.3     the Owners’ Insurances name the Managers and, subject to
	303	 	 	underwriters’
    agreement, any third party designated by the Managers as
	304	 	 	a
    joint assured, with full cover, with the Owners obtaining cover in
	305	 	 	respect
    of each of the insurances specified in sub-clause 6.1:
	 	 	 	 


	306	 	 	 	(i)	on
    terms whereby the Managers and any such third party
	307	 	 	 	 	are liable in
    respect of premiums or calls arising in
	308	 	 	 	 	connection with
    the Owners’ Insurances; or
	309	 	 	 	(ii)	if reasonably
    obtainable, on terms such that neither the
	310	 	 	 	 	Managers nor
    any such third party shall be under any
	311	 	 	 	 	liability in
    respect of premiums or calls arising in connection
	312	 	 	 	 	with the Owners’
    Insurances; or
	313	 	 	 	(iii)	on such other
    terms as may be agreed in writing. Indicate
	314	 	 	 	 	alternative
    N, (ii) or (iii) in Box 14. If Box 14 is left blank then
	315	 	 	 	 	(i) applies.


	 	 	 	 
	316	 	 	6.4     written
    evidence is provided, to the reasonable satisfaction of the
	317	 	 	Managers, of
    their compliance with their obligations under Clause 6
	318	 	 	within a reasonable
    time of the commencement of the Agreement, and
	319	 	 	of each renewal
    date and, if specifically requested, of each payment
	320	 	 	date of the Owners’
    Insurances.
	 	 	 	 
	321	 	7.	Income Collected
    and Expenses Paid on Behalf of Owners
	322	 	 	7.1     Without
    prejudice to the provisions of Section 10.7 of the Group
	323	 	 	Management Agreement,
    Aall moneys collected by the Managers under
	324	 	 	the terms of
    this Agreement (other than moneys payable by the Owners
	325	 	 	to the Managers)
    and any interest thereon shall be held to the credit of
	326	 	 	the Owners in
    a separate bank account.
	 	 	 	 
	327	 	 	7.2     Without
    prejudice to the provisions of Section 9.6, Section 10.5
	328	 	 	and Section 10.8
    of the Group Management Agreement, Aall expenses
	329	 	 	incurred by the
    Managers under the terms of this Agreement on behalf
	330	 	 	of the Owners
    (including expenses as provided in Clause 8) may be
	331	 	 	debited against
    the Owners in the account referred to under sub-clause
	332	 	 	7.1 but
    shall in any event remain payable by the Owners to the
	333	 	 	Managers on demand.
    For the avoidance of doubt, the Managers can
	334	 	 	make such demand
    on the Owners as well as on the Parent as provided
	335	 	 	in Section 10.5
    of the Group Management Agreement. Furthermore and
	336	 	 	without prejudice
    to the generality of the provisions of this Clause 7, the
	337	 	 	Managers shall,
    subject to being placed in funds by the Owners or the
	338	 	 	Parent, arrange
    for the payment of all ordinary charges incurred in
	339	 	 	connection with
    the Management Services, including, but not limited to,
	340	 	 	all canal tolls,
    port charges, any amounts due to any governmental
	341	 	 	authority with
    respect to the Crew and all duties and taxes in respect of
	342	 	 	the Vessel, the
    cargo, hire or freight (whether levied against the
	343	 	 	Owners, the Parent
    or the Vessel), insurance premiums, advances of
	344	 	 	balances of disbursements,
    invoices for bunkers, stores, spares,
	345	 	 	provisions, repairs
    and any other material and/or service in respect of
	346	 	 	the Vessel.
	 	 	 	 
	347	 	8.	Management
    Fee




	348	 	 	8.1     The Owners shall pay to the Managers for their services as
	349	 	 	Managers under
    this Agreement an annual the management fees as
	350	 	 	stated in Box 15 Sections 9.1(a) to (d) of the Group Management
	351	 	 	Agreement which
    shall be payable by equal monthly instalments in
	352	 	 	advance,
    the first instalment beingmonthly in accordance with the
	353	 	 	provisions of
    Article IX of the Group Management Agreement. payable
	354	 	 	on the
    commencement of this Agreement (see Clause 2 and Box 4) and
	355	 	 	subsequent
    instalments being payable every month.
	 	 	 	 
	356	 	 	8.2     The
    management fee shall be subject to an annual review in
	357	 	 	accordance with
    the provisions of Section 9.4 of the Group
	358	 	 	Management Agreementon
    the anniversary date of the Agreement and
	359	 	 	the proposed
    fee shall be presented in the annual budget referred to in
	360	 	 	sub-clause
    9.1.
	 	 	 	 
	361	 	 	8.3     The
    Managers shall, at no extra cost to the Owners, provide their
	362	 	 	own office
    accommodation, office staff, facilities and stationery, Without
	363	 	 	limiting the
    generality of Clause 7 the Owners shall reimburse the
	364	 	 	Managers for
    postage and communication expenses, travelling
	365	 	 	expenses, and
    other out of pocket expenses properly incurred by the
	366	 	 	Managers in pursuance
    of the Management Services.
	 	 	 	 
	367	 	 	8.4     The
    provisions of Section 9.3, Section 9.5 and Section 9.6 of the
	368	 	 	Group Management
    Agreement shall be deemed as incorporated herein
	369	 	 	mutatis mutandis.
	 	 	 	 
	370	 	 	8.5     The
    Managers have the right to demand the payment of any of
	371	 	 	the management
    fees and expenses payable under this Agreement
	372	 	 	either from the
    Parent or the Owners. Payment of any such fees or
	373	 	 	expenses or any
    part thereof by either the Parent or the Owners shall
	374	 	 	prevent the Managers
    from making a claim on the other person for the
	375	 	 	same amount to
    the extent that the same has been already paid to the
	376	 	 	Managers. In
    the event of the appointment of the Managers being
	377	 	 	terminated
    by the Owners or the Managers in accordance with the
	378	 	 	provisions
    of Clauses 17 and 18 other than by reason of default by the
	379	 	 	Managers,
    or if the Vessel is lost, sold or otherwise Disposed of, the
	380	 	 	“management
    fee” payable to the Managers According to the provisions
	381	 	 	of sub-clause 8.1, shall continue to be payable for a further period of
	382	 	 	three
    calendar months as from the termination date. In addition,
	383	 	 	provided
    that the Managers provide Crew for the Vessel in accordance
	384	 	 	with
    sub-clause 3.1:


	385	 	 	 	(i)     the Owners shall continue to pay Crew Support Costs
	386	 	 	 	 	during
    the said further period of three calendar months and
	387	 	 	 	(ii)    the Owners shall pay an equitable proportion of any
	388	 	 	 	 	Severance
    Costs which may materialize, not exceeding the
	389	 	 	 	 	amount
    stated in Box 16.


	 	 	 	 
	390	 	 	8.5
         Owners decide to lay-up the Vessel whilst this Agreement
	391	 	 	remains
    in force and such lay-up lasts for more than three months, an
	392	 	 	appropriate
    reduction of the management fee for the period exceeding
	393	 	 	three
    months until one month before the Vessel is again put into service
	394	 	 	shall
    be mutually agreed between the parties.
	 	 	 	 
	395	 	 	8.6     Unless otherwise agreed in writing all discounts and commissions
	396	 	 	obtained
    by the Managers in the course of the management of the
	397	 	 	Vessel
    shall be credited to the Owners.
	 	 	 	 
	398	 	9.	Budgets and
    Management of Funds
	399	 	 	9.1     The
    Owners are aware that the Managers will be preparing
	400	 	 	budgets in connection
    with, inter alia, the provision of the Management
	401	 	 	Services which
    the Managers will be submitting for approval to the
	402	 	 	Parent in accordance
    with the provisions of Article X of the Group
	403	 	 	Management Agreement.The
    Managers shall present to the Owners
	404	 	 	annually
    a budget for the following twelve months in such form as the
	405	 	 	Owners
    require. The budget for the first year hereof is set out in Annex
	406	 	 	“C” hereto. Subsequent annual budgets shall be prepared by the
	407	 	 	Managers,
    and submitted to the Owners not less than three months
	408	 	 	before
    the anniversary date of the commencement of this Agreement
	409	 	 	(see
    Clause 2 and Box 4).
	 	 	 	 
	410	 	 	9.2     The Owners shall indicate to the Managers their acceptance and
	411	 	 	approval
    of the annual budget within one month of presentation and in
	412	 	 	the absence
    of any such indication the Managers shall be entitled to
	413	 	 	assume
    that the Owners have accepted the proposed budget.



















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“SHIPMAN 98” Standard Ship Management Agreement


 


	414	 	 	9.3     Following the agreement of the budget, the Managers shall
	415	 	 	prepare and present to the Owners their estimate of the working capital
	416	 	 	requirement of the Vessel and the Managers shall each month up-date
	417	 	 	this estimate. Based thereon, Without prejudice to the right of the
	418	 	 	Managers to ask for funds in relation to the Management Services
	419	 	 	directly from the Parent in accordance with the relevant provisions of the
	420	 	 	Group Management Agreement, the Managers shall each month
	421	 	 	request the Owners in writing for the funds required to run the Vessel for
	422	 	 	the ensuing month, including the payment of any occasional or
	423	 	 	extraordinary item of expenditure, such as emergency repair costs,
	424	 	 	additional insurance premiums, bunkers or provisions. Such funds shall
	425	 	 	be received by the Managers within ten running days after the receipt
	426	 	 	by the Owners of the Managers’ written request and shall be held to the
	427	 	 	credit of the Owners in a separate bank account.
	 	 	 	 
	428	 	 	9.4     The Managers shall produce a comparison between budgeted
	429	 	 	and actual income and expenditure of the Vessel in such form as
	430	 	 	required by the Owners monthly or at such other intervals as mutually
	431	 	 	agreed.
	 	 	 	 
	432	 	 	9.5     Notwithstanding anything contained herein to the contrary, the
	433	 	 	Managers shall in no circumstances be required to use or commit their
	434	 	 	own funds to finance the provision of the Management Services.
	 	 	 	 
	435	 	10.	Managers’ Right to Sub-Contract
	436	 	 	The Managers shall not have the right to sub-contract any of their
	437	 	 	obligations hereunder, including those mentioned in sub-clause 3.1,
	438	 	 	without the prior written consent of the Owners which shall not be
	439	 	 	unreasonably withheld and which shall be promptly responded to. In the
	440	 	 	event of such a sub-contract the Managers shall remain fully liable for
	441	 	 	the due performance of their obligations under this Agreement.
	 	 	 	 
	442	 	11.	Responsibilities
	443	 	 	The parties agree that the provisions of Sections 11.1 to 11.4 (inclusive)
	444	 	 	of the Group Management Agreement, shall apply to this Agreement
	445	 	 	mutatis mutandis, save that references therein to “any
	446	 	 	Shipmanagement Agreement or any Supervision Agreement” shall be
	447	 	 	omitted and references to “Parent” , “any member of the Group” ,
	448	 	 	“Manager” , “any Subrnanager” , “a Vessel” , “Section” , “Management
	449	 	 	Fees” and “Article XI” shall be construed as references to the Owners,
	450	 	 	the Owners, the Managers, any submanager, the Vessel, Clause,
	451	 	 	management fee and Clause 11, respectively, when used herein.
	 	 	 	 
	452	 	 	11.1     Force Majeure - Neither the Owners nor the Managers shall be
	453	 	 	under any liability of any failure to perform any of their obligations
	454	 	 	hereunder by reason of any cause whatsoever of any nature or kind
	455	 	 	beyond their reasonable control.
	 	 	 	 
	456	 	 	11.2     Liability to Owners - (i) Without prejudice to sub-clause 11.1, the
	457	 	 	Managers shall be under no liability whatsoever to the Owners for any
	458	 	 	loss, damage, delay or expense of whatsoever nature, whether direct or
	459	 	 	indirect, (including but not limited to loss of profit arising out of or in
	460	 	 	connection with detention of or delay to the Vessel) and howsoever
	461	 	 	arising in the course of performance of the Management Services
	462	 	 	UNLESS same is proved to have resulted solely from the negligence,
	463	 	 	gross negligence or willful default of the Managers or their employees,
	464	 	 	or agents or sub-contractors employed by them in connection with the
	465	 	 	Vessel, in which case (save where loss, damage, delay or expense has
	466	 	 	resulted from the Managers’ personal act or omission committed with
	467	 	 	the intent to cause same or recklessly and with knowledge that such
	468	 	 	loss, damage, delay or expense would probably result) the Managers’ 
	469	 	 	liability for each incident or series of incidents giving rise to a claim or
	470	 	 	claims, shall never exceed a total of ten times the annual management
	471	 	 	fee payable hereunder.
	 	 	 	 


	472	 	 	 	(ii)	Notwithstanding anything that may appear to the contrary in
	473	 	 	 	 	this Agreement, the Managers shall not be liable for any of
	474	 	 	 	 	the actions of the Crew, even if such actions are negligent,
	475	 	 	 	 	grossly negligent or willful, except only to the extent that
	476	 	 	 	 	they are shown to have resulted from a failure by the
	477	 	 	 	 	Managers to discharge their obligations under sub-clause
	478	 	 	 	 	3.1, in which case their liability shall be limited in
	479	 	 	 	 	accordance with the terms of this Clause 11.





	480	 	 	11.3     Indemnity - Except to the extent and solely for the amount herein
	481	 	 	set out that the Managers would be liable under sub-clause 11.2, the
	482	 	 	Owners hereby undertake to keep the Managers and their employees,
	483	 	 	agents and sub-contractors indemnified and to hold them harmless
	484	 	 	against all actions, proceedings, claims, demands or liabilities
	485	 	 	whatsoever or howsoever arising which may be brought against them or
	486	 	 	incurred or suffered by them arising out of or in connection with the
	487	 	 	performance of the Agreement, and against and in respect of all costs,
	488	 	 	losses, damages and expenses (including legal costs and expenses on
	489	 	 	a full indemnity basis) which the Managers may suffer or incur (either
	490	 	 	directly or indirectly) in the course of the performance of this Agreement.
	 	 	 	 
	491	 	 	11.4     “Himalaya” - It is hereby expressly agreed that no employee or
	492	 	 	agent of the Managers (including every sub-contractor from time to time
	493	 	 	employed by the Managers) shall in any circumstances whatsoever be
	494	 	 	under any liability whatsoever to the Owners for any loss, damage or
	495	 	 	delay of whatsoever kind arising or resulting directly or indirectly from
	496	 	 	any act, neglect or default on his part while acting in the course of or in
	497	 	 	connection with his employment and, without prejudice to the generality
	498	 	 	of the foregoing provisions in this Clause 11, every exemption,
	499	 	 	limitation, condition and liberty herein contained and every right,
	500	 	 	exemption from liability, defense and immunity of whatsoever nature
	501	 	 	applicable to the Managers or to which the Managers are entitled
	502	 	 	hereunder shall also be available and shall extend to protect every such
	503	 	 	employee or agent of the Managers acting as aforesaid and for the
	504	 	 	purpose of all the foregoing provisions of this Clause 11 the Managers
	505	 	 	are or shall be deemed to be acting as agent or trustee on behalf of and
	506	 	 	for the benefit of all persons who are or might be their servants or
	507	 	 	agents from time to time (including sub-contractors as aforesaid) and all
	508	 	 	such persons shall to this extent be or be deemed to be parties to this
	509	 	 	Agreement.
	 	 	 	 
	510	 	12.	Documentation
	511	 	 	Without prejudice to the relevant provisions of the Group Management
	512	 	 	Agreement, Wwhere the Managers are providing Technical
	513	 	 	Management in accordance with sub-clause
    3.2 and/or Crew
	514	 	 	Management in accordance with sub-clause
    3.1, they shall make
	515	 	 	available, upon Owners’ request, all documentation and records related
	516	 	 	to the Safety Management System (SMS) and/or the Crew which the
	517	 	 	Owners need in order to demonstrate compliance with the ISM Code
	518	 	 	and STCW 95 or to defend a claim against a third party.
	 	 	 	 
	519	 	13.	General Administration
	520	 	 	13.1     Without prejudice to the provisions of Article V of the Group
	521	 	 	Management Agreement, but subject to the provisions of Section 4.6 of
	522	 	 	the Group Management Agreement, Tthe Managers shall handle and
	523	 	 	settle all claims arising out of the Management Services hereunder and
	524	 	 	keep the Owners informed regarding any incident of which the
	525	 	 	Managers become aware which gives or may give rise to material
	526	 	 	claims or disputes involving third parties.
	 	 	 	 
	527	 	 	13.2     The Managers shall, as instructed by the Owners under this
	528	 	 	Agreement and/or, as the case may be, Section 4.6 of the Group
	529	 	 	Management Agreement, bring or defend actions, suits or proceedings
	530	 	 	in connection with matters entrusted to the Managers according to this
	531	 	 	Agreement.
	 	 	 	 
	532	 	 	13.3     The Managers shall also have power to obtain legal or technical
	533	 	 	or other outside expert advice in relation to the handling and settlement
	534	 	 	of claims and disputes or all other matters affecting the interests of the
	535	 	 	Owners in respect of the Vessel.
	 	 	 	 
	536	 	 	13.4     The Owners shall arrange for the provision of any necessary
	537	 	 	guarantee bond or other security.
	 	 	 	 
	538	 	 	13.5     Any
    costs reasonably incurred by the Managers in carrying out
	539	 	 	their obligations according to Clause
    13 shall be reimbursed by the
	540	 	 	Owners.
	 	 	 	 
	541	 	14.	Auditing
	542	 	 	The Managers shall at all times maintain and keep true and correct
	543	 	 	accounts and shall make the same available for inspection and auditing
	544	 	 	by the Owners at such times as may be mutually agreed. On the
	545	 	 	termination, for whatever reasons, of this Agreement, the Managers













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“SHIPMAN 98” Standard Ship Management Agreement


 


	546	 	 	shall release to the Owners, if so requested, the originals where
	547	 	 	possible, or otherwise certified copies, of all such accounts and all
	548	 	 	documents specifically relating to the Vessel and her operation. For the
	549	 	 	avoidance of any doubt, this Clause is in addition and not in substitution
	550	 	 	of the relevant provisions of the Group Management Agreement.
	 	 	 	 
	551	 	15.	Inspection of Vessel
	552	 	 	The Owners shall have the right at any time after giving reasonable
	553	 	 	notice to the Managers to inspect the Vessel for any reason they
	554	 	 	consider necessary.
	 	 	 	 
	555	 	16.	Compliance with Laws and Regulations
	556	 	 	The Managers will not do or permit to be done anything which might
	557	 	 	cause any breach or infringement of the laws and regulations of the
	558	 	 	Vessel’s flag, or of the places where she trades.
	 	 	 	 
	559	 	17.	Duration of the Agreement
	560	 	 	This Agreement shall come into effect on the day and year stated in Box
	561	 	 	4 and shall continue until the date the Group Management Agreement is
	562	 	 	terminated in accordance with the provisions of Article XIII thereof,
	563	 	 	unless this Agreement is terminated earlier in accordance with the
	564	 	 	provision of Clause 18 hereofthe date stated in Box 17. Thareafter it
	565	 	 	shall continue until terminated by either party giving to the other notice
	566	 	 	in writing, in which event the Agreement shall terminate upon the
	567	 	 	expiration of a period of two months from the date upon which such
	568	 	 	notice was given.
	 	 	 	 
	569	 	18.	Termination
	570	 	 	18.1	Owners’ default


	571	 	 	 	(i)	The Managers shall be entitled to terminate the Agreement
	572	 	 	 	 	with immediate effect by notice in writing if any moneys
	573	 	 	 	 	payable by the Owners under this Agreement and/or the
	574	 	 	 	 	owners of any associated vessel, details of which are listed
	575	 	 	 	 	in Annex “D” , shall not have been received in the Managers’ 
	576	 	 	 	 	nominated account within ten runningBusiness dDays of
	577	 	 	 	 	receipt by the Owners of the Managers written request or if
	578	 	 	 	 	the Vessel is repossessed by the Mortgagees.
	579	 	 	 	(ii)	if the Owners:


	580	 	 	 	 	(a)	fail to meet their obligations
    under sub-clauses 5.2 and
	581	 	 	 	 	 	5.3 of this Agreement for any
    reason within their
	582	 	 	 	 	 	control, or
	583	 	 	 	 	(b)	proceed with the employment of or continue to employ
	584	 	 	 	 	 	the Vessel in the carriage of contraband, blockade
	585	 	 	 	 	 	running, or in an unlawful trade, or in an unlawful trade,
	586	 	 	 	 	 	or on a voyage which in the reasonable opinion of the
	587	 	 	 	 	 	Managers is unduly hazardous or improper,


	588	 	 	 	 	the Managers may give notice of the default to the Owners,
	589	 	 	 	 	requiring them to remedy it as soon as practically possible.
	590	 	 	 	 	In the event that the Owners fail to remedy it within a
	591	 	 	 	 	reasonable time to the satisfaction of the Managers, the
	592	 	 	 	 	Managers shall be entitled to terminate the Agreement with
	593	 	 	 	 	immediate effect by notice in writing.
	 	 	 	 


	594	 	 	18.2	Managers’ Default
	595	 	 	If the Managers fail to
    meet their obligations under Clauses 3 and 4 of
	596	 	 	this Agreement for any reason within the control of the Managers, the
	597	 	 	Owners may give notice to the Managers of the default, requiring them
	598	 	 	to remedy it within 20 Business Daysas soon as practically possible. In
	599	 	 	the event that the Managers fail to remedy it within a reasonable
	600	 	 	timesuch period to the satisfaction of the Owners, the Owners shall be
	601	 	 	entitled to terminate the Agreement with immediate effect by notice in
	602	 	 	writing.
	 	 	 	 
	603	 	 	18.3	Extraordinary Termination
	604	 	 	This Agreement shall be deemed to be terminated in the case of the
	605	 	 	sale of the Vessel or if the Vessel becomes a total loss or is declared as
	606	 	 	a constructive or compromised or arranged total loss or is requisitioned.
	 	 	 	 


	607	 	 	18.4	For the purpose of sub-clause
    18.3 hereof
	608	 	 	 	(i)	the date upon which the Vessel Is to be treated as having
	609	 	 	 	 	been sold or otherwise disposed of shall be the date on
	610	 	 	 	 	which the Owners cease to be registered as Owners of the
	611	 	 	 	 	Vessel;





	612	 	 	 	(ii)	the Vessel shall not be deemed to be lost unless either she
	613	 	 	 	 	has become an actual total loss or agreement has been
	614	 	 	 	 	reached with her underwriters in respect of her constructive,
	615	 	 	 	 	compromised or arranged total loss or if such agreement
	616	 	 	 	 	with her underwriters is not reached it is adjudged by a
	617	 	 	 	 	competent tribunal that a constructive loss of the Vessel has
	618	 	 	 	 	occurred.


	 	 	 	 
	619	 	 	18.5     The parties agree that the provisions of Sections 13.4(a) to
	620	 	 	13.4(o) (inclusive) of the Group Management Agreement, shall apply to
	621	 	 	this Agreement mutatis mutandis. This Agreement shall terminate
	622	 	 	forthwith in the event of an order being made or resolution passed for
	623	 	 	the winding up, dissolution, liquidation or bankruptcy of either party
	624	 	 	(otherwise than for the purpose of reconstruction or amalgamation) or if
	625	 	 	a receiver is appointed, or if it suspends payment, ceases to carry on
	626	 	 	business or makes any special arrangement or composition with its
	627	 	 	creditors.
	 	 	 	 
	628	 	 	18.6     The termination of this Agreement shall be without prejudice to all
	629	 	 	rights accrued due between the parties prior to the date of termination.
	 	 	 	 
	630	 	19.	Law and Arbitration
	631	 	 	19.1     This Agreement shall be governed by and construed in
	632	 	 	accordance with English law and any dispute arising out of or in
	633	 	 	connection with this Agreement shall be referred to arbitration in London
	634	 	 	in accordance with the Arbitration Act 1996 or any statutory modification
	635	 	 	or re-enactment thereof save to the extent necessary to give effect to
	636	 	 	the provisions of this Clause. The arbitration shall be conducted in
	637	 	 	accordance with the London Maritime Arbitrators Association (LMAA)
	638	 	 	Terms current at the time when the arbitration proceedings are
	639	 	 	commenced. The reference shall be to three arbitrators. A party wishing
	640	 	 	to refer a dispute to arbitration shall appoint its arbitrator and send
	641	 	 	notice of such appointment in writing to the other party requiring the
	642	 	 	other party to appoint its own arbitrator within 1420 calendarBusiness
	643	 	 	dDays of that notice and stating that it will appoint its arbitrator as sole
	644	 	 	arbitrator unless the other party appoints its own arbitrator and gives
	645	 	 	notice that it has done so within the 1420 Business dDays specified. If
	646	 	 	the other party does not appoint its own arbitrator and give notice that It
	647	 	 	has done so within the 1420 Business dDays specified, the party
	648	 	 	referring a dispute to arbitration may, without the requirement of any
	649	 	 	further prior notice to the other party, appoint its arbitrator as sole
	650	 	 	arbitrator and shall advise the other party accordingly. The award of a
	651	 	 	sole arbitrator shall be binding on both parties as if he had been
	652	 	 	appointed by agreement. Nothing herein shall prevent the parties
	653	 	 	agreeing in writing to vary these provisions to provide for the
	654	 	 	appointment of a sole arbitrator. In cases where neither the claim nor
	655	 	 	any counterclaim exceeds the sum of USD50,000 (or such other sum as
	656	 	 	the parties may agree) the arbitration shall be conducted in accordance
	657	 	 	with the LMAA Small Claims Procedure current at the time when the
	658	 	 	arbitration proceedings are commenced.
	 	 	 	 
	659	 	 	19.2     This Agreement shall be governed by and construed in
	660	 	 	accordance with Title 9 of the United States Code and the Maritime Law
	661	 	 	of the United States and any dispute arising out of or in connection with
	662	 	 	this Agreement shall be referred to three persons at New York, one to
	663	 	 	be appointed by each of the parties hereto, and the third by the two so
	664	 	 	chosen; their decision or that of any two of them shall be final, and for
	665	 	 	the purposes of enforcing any award, judgement may be entered on an
	666	 	 	award by any court of competent jurisdiction. The proceedings shall be
	667	 	 	conducted in accordance with the rules of the Society of Maritime
	668	 	 	Arbitrators, Inc. In cases where neither the claim nor any counterclaim
	669	 	 	exceeds the sum of USD50,000 (or such other sum as the parties may
	670	 	 	agree) the arbitration shall be conducted in accordance with the
	671	 	 	Shortened Arbitration Procedure of the Society of Maritime Arbitrators,
	672	 	 	Inc. current at the time when the arbitration proceedings are
	673	 	 	commenced.
	 	 	 	 
	674	 	 	19.3     This Agreement shall be governed by and construed in
	675	 	 	accordance with the laws of the place mutually agreed by the parties
	676	 	 	and any dispute arising out of or in connection with this Agreement shall
	677	 	 	be referred to arbitration at a mutually agreed place, subject to the
	678	 	 	procedures applicable there.

















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“SHIPMAN 98” Standard Ship Management Agreement


 


	679	 	 	19.4     If Box
    18 in Part I is not appropriately filled in, sub-clause 19.1 of
	680	 	 	this Clause shall apply.
	 	 	 	 
	681	 	 	Note: 19.1, 19.2
    and 19.3 are alternatives; indicate alternative agreed in
	682	 	 	Box 18.
	 	 	 	 
	683	 	20.	Notices
	684	 	 	20.1     Any notice to be given by either party to the other party shall be in
	685	 	 	writing and may be sent by fax, telex, registered or recorded mail or by
	686	 	 	personal service.
	 	 	 	 
	687	 	 	20.2     The address of the Parties for service of such communication
	688	 	 	shall be as stated in Boxes 19 and 20, respectively.









    	12



    	



    



APPENDIX IV


 


Form of Supervision Agreement



    	 



    	



    



APPENDIX IV


 


FORM OF SUPERVISION AGREEMENT


 


THIS
AGREEMENT is made the 29th day of May, 2015 BETWEEN:


 


		(1)	[name of relevant member of the Group], a company incorporated under the laws of
[●], whose registered office is [ADDRESS] (the “Owner”); and



 


		(2)	Safe Bulkers
Management Limited, a company incorporated under the laws of Cyprus, whose registered office is at KPMG Building
– Office G1B, AGIAS FILAKSEOS 1, 3025, Limassol, Cyprus (the “Construction Supervisor”).



 


WHEREAS:


 


By a shipbuilding contract
dated            (the “Shipbuilding Contract”) and made between
[●] (the “Builder”) and the Owner, the Builder agreed to construct, to the order of the Owner, and sell
to the Owner, a [●] bulk carrier, known during construction as Hull No.[●] (the “Vessel”);


 


IT
IS NOW AGREED as follows:


 


Article
I


DEFINITIONS


 


Section
1.1         Except as otherwise defined herein, all terms defined in the Shipbuilding Contract shall have the same respective
meanings when used herein.


 


Section
1.2         In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:


 


“Business Day”
means:


 


(i)         in relation
to a payment which is to be made hereunder or under any other document, a day, other than a Saturday or Sunday or a public holiday,
on which major retail banks in New York, and (in respect of any payments which are to be made to the Builder) [●], are open
for non-automated customer services; and


 


(ii)         in
any other case, a day, other than a Saturday or Sunday or a public holiday, on which major retail banks in Athens, Greece and Cyprus
are open for non-automated customer services.


 


“Group Management
Agreement” means the Management Agreement, agreement dated May 29, 2015 made between the Parent and the Construction
Supervisor.


 


“Owner’s
Supplies” means all of the items to be furnished to the Vessel by the Owner in accordance with Article [●] of the
Shipbuilding Contract.



    	 



    	



    


“Parent”
means Safe Bulkers, Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and includes
its successors in title.


 


“Spares”
means the items to be designated as spares by the parties hereto at the time of the delivery of the Vessel.


 


“Supervision
Period” means the period from the execution of this Agreement to and including the earlier of (i) the date of delivery
of the Vessel pursuant to the Shipbuilding Contract and (ii) the date this Agreement is terminated.


 


Article
II


 


APPOINTMENT


 


Section
2.1         The Owner hereby appoints the Construction Supervisor, and the Construction Supervisor hereby agrees to act as the
Owner’s supervisor towards the Builder and as the “Owner’s Representative” under the Shipbuilding
Contract for the duration of the Supervision Period and to perform the duties and rights which rest with the Owner regarding the
construction and delivery of the Vessel in accordance with all of the provisions of the Shipbuilding Contract. The Owner shall
be responsible for, inter alia, determining the general policy of supervision of construction of the Vessel and the scope
of activities of the Construction Supervisor and, in the performance of its duties under this Agreement, the Construction Supervisor
shall at all times act strictly in accordance with any instructions or directions given to it by the Owner regarding such general
policy or, in the absence of such instructions or directions, in accordance with the standards of a prudent supervisor providing
services of the type to be provided under this Agreement, having due regard to the Owner’s interest. Any instructions so
given shall be consistent with the nature and scope of the supervision services required to be performed by the Construction Supervisor
under this Agreement and shall not require the Construction Supervisor to do or omit to do anything which may be contrary to any
applicable law of any jurisdiction or which is inconsistent or contrary to any of the rights and duties of the Owner under the
Shipbuilding Contract. Upon appointment the Owner shall furnish the Construction Supervisor with a full and complete copy of the
Shipbuilding Contract (which for the avoidance of doubt shall include the Specifications and the Plans).


 


Section
2.2        Specific Powers and Duties of the Construction Supervisor. Without prejudice to the generality of the appointment
made under Section 2.1, and (where applicable) by way of addition to the rights, powers and duties so conferred, the Construction
Supervisor shall, subject to this Section 2.2 and to Articles III and IV, have and be entrusted with the following
rights, powers and duties in relation to the Shipbuilding Contract and the Vessel:


 


(a)         to
review, comment on, agree and approve the lists of plans and the drawings referred to; to attend the testing of the Vessel’s
machinery, outfitting and equipment and to request any tests or inspections which the Construction Supervisor may consider appropriate
or desirable and to review and comment on the results of all tests and inspections to the extent this is possible under the terms
of the Shipbuilding Contract; to carry out such inspections and give such advice or suggestions to the Builder as the Construction
Supervisor may consider appropriate and as the terms of the Shipbuilding 



    	2



    	



    

Contract allow him to do; and to give notice to the Builder
in the event that the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor
believes does not or will not conform to the requirements of the Shipbuilding Contract and the specifications again provided the
terms of the Shipbuilding Contract allows for such notice to be given;


 


(b)         to
appoint a representative of the Construction Supervisor for the purposes specified in Article [●] of the Shipbuilding Contract;


 


(c)        if
any alteration or addition to the Shipbuilding Contract becomes obligatory or desirable, to consult with the Builder and make recommendations
to the Owner as to whether or not acceptance should be given to any proposal notified to the Owner by the Builder;


 


(d)        to
request and agree to any minor alterations, additions or modifications to the Vessel or the specifications and any substitute materials
pursuant to Article [●] which the Construction Supervisor may consider appropriate or desirable, provided that if the cost
of such variations or substitute materials would have the effect of altering the Contract Price (as defined in the Shipbuilding
Contract) by more than [five per cent (5%)] from the Contract Price on the date hereof or the amount of any of the installments
of the Contract Price due under the Shipbuilding Contract prior to the delivery of the Vessel, the Construction Supervisor shall
notify the same to the Owner in writing and obtain the Owner’s instructions before taking any action in relation thereto;
to receive from and transmit to the Builder information relating to the requirements of the classification society and to give
instructions and agree with the Builder regarding alterations, additions or changes in connection with such requirements; and to
approve the substitution of materials as requested by the Builder;


 


(e)         to
attend and witness the trials of the Vessel to the extent this is permitted under the terms of the Shipbuilding Contract;


 


(f)         to
determine whether the Vessel has been designed, constructed, equipped and completed in accordance with, and complies with, the
Shipbuilding Contract and the Specifications and Plans (each as defined in the Shipbuilding Contract); to give the Builder a notice
of acceptance or (as the case may be) rejection of the Vessel, to require or request any further test and inspection of the Vessel
to the extent this is possible under the terms of the Shipbuilding Contract, and to give and receive any further or other notice
relative to such matters and generally to advise the Owner in respect of all such matters;


 


(g)         to
sign on behalf of the Owner any protocols as to sea trials, consumable stores, delivery and acceptance or otherwise, having first
ascertained with the Owner the appropriateness of so doing;


 


(h)         to
accept on behalf of the Owner the documents specified in Article [●], Paragraph [●] of the Shipbuilding Contract to
be delivered by the Builder at delivery of the Vessel under the Shipbuilding Contract and to confirm receipt thereof to the Owner;



    	3



    	



    


(i)          to
give and receive on behalf of the Owner any notice contemplated by the Shipbuilding Contract, provided that the Construction Supervisor
shall not have authority to give on behalf of the Owner any notice which the Owner may be entitled to give to cancel, repudiate
or rescind the Shipbuilding Contract without the prior written consent of the Owner; and


 


(j)          to
purchase, after being placed in funds by the Owner, all Owner’s Supplies as agent of the Owner and supply and deliver the
same together with all necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates to
the Builder as provided in the Shipbuilding Contract, and provide to the Owner a list of all such Owner’s Supplies as soon
as possible.


 


Section 2.3          The Construction Supervisor shall discharge its responsibilities under this Clause 2 as the Owner’s agent.


 


Section 2.4         In the event that the Construction Supervisor uses its own funds to purchase Owner’s Supplies, the cost of
supplying and delivering Owner’s Supplies pursuant the relevant terms of the Shipbuilding Contract shall be reimbursed by
the Owner to the Construction Supervisor on the date the Construction Supervisor submits to the Owner supporting invoices in respect
of such cost.


 


Article
III


 


CONSTRUCTION SUPERVISOR’S
DUTIES


REGARDING CONSTRUCTION


 


Section 3.1          The Construction Supervisor undertakes with the Owner with respect to the Shipbuilding Contract:


 


(a)          to
notify the Owner in writing promptly on becoming aware of any likely change to any of the dates on which any installment under
the Shipbuilding Contract is expected to be due;


 


(b)          to
(i) notify the Owner in writing of the expected date on which the launching or, as the case may be, sea trials of the Vessel is
or are to take place and (ii) promptly on the same day as the launching or, as the case may be, sea trials of the Vessel takes
or take place to confirm that the launching or, as the case may be, sea trials of the Vessel has or have taken place and, where
relevant, that the amount specified in such confirmation is due and payable;


 


(c)          to
(i) advise the Owner in writing, four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding
Contract is anticipated to become due, of the times and amounts of payments to be made to the Builder under the Shipbuilding Contract
and any amount due to the Construction Supervisor for Owner’s Supplies not already settled and (ii) promptly confirm the
same on the day on which such installment becomes due under the terms of the Shipbuilding Contract;



    	4



    	



    


(d)          not
to accept the Vessel or delivery of the Vessel on the Owner’s behalf without the Owner’s prior written approval and
unless the Construction Supervisor shall have previously certified to the Owner in writing, in the form of the certificate set
out in Schedule 1 to this Agreement, that:


 


(i)        the
Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in or substantially in accordance with
the Shipbuilding Contract and the Specifications and Plans;


 


(ii)       there
is, to the best of the Construction Supervisor’s knowledge and belief having made due enquiry with the Builder, no lien or
encumbrance on the Vessel other than the lien in favor of the Builder in respect of the delivery installment of the Contract Price
due in accordance with the relevant terms of the Shipbuilding Contract;


 


(iii)      the
Vessel is recommended for classification by the relevant classification society referred to in the Shipbuilding Contract (and the
Construction Supervisor shall attach to its certificate the provisional certificate of such classification society recommending
such classification of the Vessel or a duplicate or photocopy of such provisional certificate or otherwise provide evidence of
such classification to the Owner);


 


(e)        on
receipt thereof from the Builder promptly to deliver the documents specified in Article [●], Paragraph [●] of the Shipbuilding
Contract to the Owner or as the Owner may direct; and


 


(f)        solely
with the prior written approval of the Owner, to request from or agree with the Builder any material alterations, additions or
modifications to the Vessel.


 


Article
IV


 


CONSTRUCTION SUPERVISOR’S
GENERAL OBLIGATIONS


 


Section
4.1          The Construction Supervisor undertakes to the Owner, with respect to the exercise and performance of its rights,
powers and duties as the Owner’s representative under this Agreement, as follows:


 


(a)        it
will ensure the due and punctual observance and performance of all conditions, duties and obligations imposed on the Owner by the
Shipbuilding Contract (other than to pay the Contract Price) and will not without the prior written consent of the Owner:


 


(i)        exercise
any rights of the Owner to cancel, repudiate or rescind the Shipbuilding Contract;


 


(ii)       waive,
modify or suspend any provision of the Shipbuilding Contract if as a result of such waiver, modification or suspension the Owner
will or may suffer any adverse consequences; and



    	5



    	



    


(b)         it
will, at its own expense, keep all necessary and proper books, accounts, records and correspondence files relating to its duties
and activities under this Agreement and shall send quarterly reports to the Owner concerning the progress of the design and construction
of the Vessel and keep the Owner promptly informed of any deviations from the building program.


 


Article
V


 


LIABILITY AND INDEMNITY


 


Section 5.1         Save for the obligation of the Owner to pay any moneys due to the Construction Supervisor hereunder, neither the
Owner nor the Construction Supervisor shall be under any liability to the other for any failure to perform any of their obligations
hereunder by reason of Force Majeure. “Force Majeure” shall mean any cause whatsoever of any nature or kind
beyond the reasonable control of the Owner or the Construction Supervisor, including, without limitation, acts of God, acts of
civil or military authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having
jurisdiction, insurrections, riots, strikes or other labor disturbances, embargoes or other causes of a similar nature.


 


Section 5.2         The Construction Supervisor, including its officers, directors, employees, shareholders, agents, and any sub-contractors
(the “Construction Supervisor Related Parties”), shall be under no liability whatsoever to the Owner or to any
third party (including the Builder) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including
but not limited to loss of profit arising out of or in connection with the delayed or non-conforming delivery of the Vessel), and
howsoever arising in the course of the performance of this Agreement, unless and to the extent that the same is proved to have
resulted solely from the gross negligence or willful misconduct of the Construction Supervisor, its officers, employees, agents
or any of its sub-contractors.


 


Section
5.3         The Owner shall indemnify and hold harmless the Construction Supervisor Related Parties against all actions, proceedings,
claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them
arising out of or in connection with the performance of this Agreement and against and in respect of any loss, damage, delay or
expense of whatsoever nature (including legal costs and expenses on a full indemnity basis), whether direct or indirect, incurred
or suffered by any Construction Supervisor Related Party in the performance of this Agreement, unless incurred or suffered due
to the gross negligence or willful misconduct of any Construction Supervisor Related Party.


 


Section 5.4            It
is hereby expressly agreed that no employee or agent of the Construction Supervisor (including any sub-contractor from time to
time employed by the Construction Supervisor) shall in any circumstances whatsoever be under any liability whatsoever to the Owner
or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act,
neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Article V, every exemption, limitation, condition and liberty herein contained
and every right, exemption from liability, defense and immunity of whatsoever



    	6



    	



    

 nature applicable to the Construction Supervisor
or to which the Construction Supervisor is entitled hereunder shall also be available and shall extend to protect every such employee
or agent of the Construction Supervisor acting as aforesaid, and for the purpose of all the foregoing provisions of this Article
V, the Construction Supervisor is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of
all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such
persons shall to this extent be or be deemed to be parties to this Agreement.


 


Section 5.5         The provisions of this Article V shall survive any termination of this Agreement.


 


Article
VI


 


FEES


 


Section 6.1         In consideration of the performance of the duties assigned to the Construction Supervisor in this Agreement, the
Owner shall pay to the Construction Supervisor the sum of up to US$550,000 for its total supervision costs in connection with the
supervision of the construction of the Vessel, plus any expenses incurred under the Shipbuilding Contract against presentation
of supporting invoices from the Construction Supervisor which the Construction Supervisor shall supply to the Owner at the same
time as payment is requested. The fee payable hereunder to the Construction Supervisor shall include all costs which are incurred
by the Construction Supervisor in connection with the ordinary exercise and performance by the Construction Supervisor of the rights,
powers and duties entrusted to it pursuant to this Agreement. The supervision fee will be paid in two installments as follows:


 


(a)         US$275,000
on execution of this Agreement; and


 


(b)        US$275,000
upon the Construction Supervisor advising the Owner of the completion of the sea trial run of the Vessel.


 


For the avoidance of doubt, the Construction
Supervisor can demand payment of the fee and other amounts payable hereunder from the Parent pursuant to the relevant provisions
of the Group Management Agreement.


 


Article
VII


 


COMMENCEMENT - TERMINATION


 


Section 7.1         This Agreement shall come into effect on the date hereof and shall continue until the delivery of the Vessel in accordance
with the Shipbuilding Contract unless terminated earlier pursuant to the terms of Section 7.2, Section 7.3 Section
7.4 or Section 7.5 hereof.


 


Section 7.2         The Owner shall be entitled to terminate this Agreement by notice in writing to the Construction Supervisor if the
Construction Supervisor defaults in the performance of any material obligation under this Agreement, subject to a cure right of
20 Business Days following written notice by the Owner.



    	7



    	



    


Section 7.3          This Agreement shall terminate automatically if:


 


(a)         the
Shipbuilding Contract is cancelled, rescinded or terminated; or


 


(b)         the
Group Management Agreement is terminated.


 


Section 7.4          The Construction Supervisor shall be entitled to terminate this Agreement by notice in writing to the Owner if:


 


(a)        any
moneys payable by the Owner under this Agreement is not paid when due or if due on demand within 10 Business Days following demand
by the Construction Supervisor; or


 


(b)        the
Owner defaults in the performance of any other material obligations under this Agreement, subject to a cure right of 20 Business
Days following written notice by the Construction Supervisor; or


 


Section 7.5          Either party shall be entitled to terminate this Agreement immediately if:


 


(a)       the
other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of either such
party is sold, seized or appropriated; or


 


(b)        (i)
the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under
any law for the protection of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking
to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii)
the other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for
the appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v)
or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of the other party’s
undertaking, property or assets; or (vi) if an order is made or a resolution is passed for the other party’s winding up;
or


 


(c)         a
distress, execution, sequestration or other process is levied or enforced upon or sued out against the other party’s property
which is not discharged within 20 Business Days; or


 


(d)        the
other party ceases or threatens to cease wholly or substantially to carry on its business otherwise than for the purpose of a reconstruction
or amalgamation without insolvency previously approved by the terminating party; or


 


(e)        the
other party is prevented from performing its obligations hereunder by reasons of Force Majeure for a period of two or more consecutive
months.


 


Section
7.6          In the event of termination due to the Construction Supervisor’s default, then it shall not be entitled to
receive any payment in respect of the fees and 



    	8



    	



    

other amounts described in Article VI becoming due and payable after the
date of such termination.


 


Article
VIII


 


EMPLOYEES


 


Section
8.1       None of the employees and/or sub-contractors of the Construction Supervisor shall constitute, for the purposes of
this Agreement, sub-agents of the Owner. The Construction Supervisor, in its capacity as employer and contractor (and not in its
capacity as agent for the Owner), shall (a) be responsible for the salaries, expenses and costs in respect of each of its employees
and sub-contractors (not in its capacity as agent for the Owner) and (b) save for the provisions of Article V hereof, indemnify
its employees and sub-contractors for any liabilities and losses incurred by such employees and sub-contractors.


 


Article
IX


 


GOVERNING LAW - ARBITRATION


 


Section 9.1          This Agreement shall be governed by and be construed in accordance with the laws of England.


 


Section
9.2          Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance
with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect
to the provisions of this Article IX. The arbitration shall be conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.


 


Section
9.3         The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its
arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator
within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party
appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint
its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration
may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall
advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed
by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment
of a sole arbitrator.


 


Article
X


 


COUNTERPARTS


 


Section
10.1        This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and
the same instrument.



    	9



    	



    


Article
XI


 


NOTICES


 


Section
11.1        Every notice or other communication under this Agreement shall:


 


(a)         be
in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means
of telecommunication (other than telex) in permanent written form;


 


(b)         be
deemed to have been received, in the case of a letter, when delivered personally or three (3) days after it has been put into the
post and, in the case of a facsimile transmission or other means of telecommunication (other than telex) in permanent written form,
at the time of dispatch (provided that if the date of dispatch is a Saturday or Sunday or a public holiday in the country of the
addressee or if the time of dispatch is after the close of business in the country of the addressee it shall be deemed to have
been received at the opening of business on the next day which is not a Saturday or Sunday or public holiday); and


 


(c)        be
sent:


 


(i)         to
the Construction Supervisor at:


 


KPMG Building
– Office G1B


AGIAS FILAKSEOS
1


3025


Limassol, Cyprus


Attention: Managing
Director


 


(ii)        to
the Owner at:


 


c/o
Safe Bulkers, Inc.


32
Avenue K. Karamanli


P.O. Box 70837


16605 Voula


Athens, Greece


Facsimile No.: +30 210 895 6900


Attention: President


 


or to such other address and/or numbers
for a party as is notified by such party to the other party under this Agreement.


 


Section 11.2       Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in
the English language.



    	10



    	



    


Section 11.3        This Agreement shall not create benefits on behalf of any other person not a party to this Agreement, and this Agreement
shall be effective only as between the parties hereto, their successors and permitted assigns.



    	11



    	



    


IN
WITNESS of which this Agreement has been duly executed the day and year first before written.


 




	 	For the Owner
	 	 	 
	 	[●]	 
	 	 	 
	 	By:  

	 	Name:	 
	 	Title:	 
	 	 	 
	 	For the Construction Supervisor
	 	 	 
	 	Safe Bulkers Management Limited
	 	 	 
	 	By:  

	 	Name:	 
	 	Title:	 


 


[Signature Page to Supervision Agreement]




    	 



    	



    


SCHEDULE 1


 


FORM OF CONSTRUCTION CERTIFICATE



 


[On the letterhead of the Construction
Supervisor]


 


[Vessel Owner] (the “Owner”)


[Address]


Facsimile: [   ]


Attention: [   ]


 


Date:
________________________ 


 


Dear Sirs,


 


[Name of Builder] (the “Builder”),
[Name of Vessel] (the “Vessel”)


 


We refer to the construction
supervision agreement dated [ ] between the Owner and us (the “Supervision Agreement”).


 


Words and expressions
defined in the Supervision Agreement (whether expressly or by incorporation by reference to another document) shall have the same
meaning where used in this certificate.


 


We hereby certify, pursuant
to Section 3.1(d) of the Supervision Agreement, as follows:


 


		(i)	the Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in
or substantially in accordance with the Shipbuilding Contract and the Specifications and Plans; and



 


		(ii)	the Vessel is recommended for classification by [Name of the classification society] (the “Classification
Society”).




    	S-1-1



    	



    


With respect to paragraph
(ii) above, please find attached to this certificate the provisional certificate of the Classification Society recommending such
classification of the Vessel / a duplicate or photocopy of the provisional certificate of the Classification Society recommending
such classification of the Vessel / the following evidence of the Classification Society’s recommendation of such classification
of the Vessel [   ].


 


	 	Yours faithfully, 
	 	 
	 	 
	 	for and on behalf of
	 	Safe Bulkers Management Limited





    	S-1-2



    	



    

SCHEDULE A


 


Shipowning Subsidiaries



    	 



    	



    

SCHEDULE B


 


Non-Shipowning Subsidiaries


    	 



    	



    

SCHEDULE C


 


Newbuilds