Exhibit 4.5


 


EXECUTION COPY


 


 



 


SAFE BULKERS,
INC.,


 


POLYS HAJIOANNOU,


 


VORINI HOLDINGS INC.,


 


SAFEFIXING CORPORATION


 


- and -


 


MACHAIRIOTISSA HOLDINGS INC.


 


 



 


RESTRICTIVE COVENANT AGREEMENT


 


 



 


 




    	 



    	



    

THIS RESTRICTIVE COVENANT AGREEMENT


(this “Agreement”) is made
on May 29, 2008,


 


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”);


 


(4)       SAFEFIXING CORPORATION, a Liberian
corporation (“SafeFixing”); and


 


(5)       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 the Management Agreement
by and between the Company and Safety Management Overseas S.A., a Panamanian corporation (the “Manager”),
dated May 29, 2008 (the “Management Agreement”), the Manager has 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 its assets and properties upon the occurrence of certain events, all as described
therein; and


 


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


 


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:



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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 4.3(b).


 


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


 


(c) “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.


 


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


 


(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 the Effective Date (as defined in the Management Agreement).


 


(l) “First
Offer Notice” shall have the meaning set forth in Section 4.3(a).


 


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



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Right and (iii) 15 days in the case
of a SafeFixing 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.


 


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


 


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


 


(r) “Manager”
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 4.3(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).



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(z) “Proposed
Change in Control of the Manager” means (i) 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 the Management Agreement, (ii) the approval by the shareholders of the Manager of a proposed sale of the
Manager’s shares that would result in one or more of the Hajioannou Entities owning less than 80% of the voting power of
the outstanding voting securities of the Manager or (iii) the approval by the shareholders of the Manager of a proposed merger,
consolidation or similar transaction, as a result of which one or more of the Hajioannou Entities would beneficially own less than
80% of the voting power of the outstanding voting securities of the resulting entity following such transaction.


 


(aa) “Proposed
Change in Control of SafeFixing” shall mean (i) the approval by the board of directors of SafeFixing or the shareholders
of SafeFixing of a proposed sale of all or substantially all of the assets or property of SafeFixing, (ii) the approval by the
shareholders of SafeFixing of a proposed sale of SafeFixing’s shares that would result in one or more of the Hajioannou Entities
and Nicolaos Hadjioannou, collectively, owning less than 50.1% of the voting power of the outstanding voting securities of SafeFixing
or (iii) the approval by the shareholders of SafeFixing of a proposed merger, consolidation or similar transaction, as a result
of which one or more of the Hajioannou Entities and Nicolaos Hadjioannou, collectively, would beneficially own less than 50.1%
of the voting power of the outstanding voting securities of the resulting entity following such transaction.


 


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


 


(cc) “SafeFixing”
shall have the meaning set forth in the recitals.


 


(dd) 
“SafeFixing First Offer Right” shall have the meaning set forth in
Section 4.2.


 


(ee) 
“SafeFixing Vessels” shall have the meaning set forth in Section 3.2(c).


 


(ff) “Specified
Vessels” shall have the meaning set forth in Section 3.2(c).


 


(gg) “Sale
Transaction” shall have the meaning set forth in Section 4.3.


 


(hh) “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.



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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 Agreement.


 


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 the Manager and (b) holds at least 80% of the voting power
of the outstanding capital stock of the Manager considered for this purpose as a single class.


 


SECTION
2.3. Each of the Hajioannou Entities hereby represents and warrants that as of the date of this Agreement, the Hajioannou
Entities and Nicolaos Hadjioannou, collectively, (a) own at least 50.1% of the capital stock of SafeFixing and (b) hold at least
50.1% of the voting power of the outstanding capital stock of SafeFixing considered for this purpose as a single class.


 


SECTION
2.4. Each of the Hajioannou Entities acknowledges and agrees that, pursuant to the terms of the Management Agreement,
during the term of the 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 the Company), including through SafeFixing, are both available
and meet the criteria for a charter being fixed by the Manager, 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 termination of the Management Agreement
(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 the Manager, in compliance with the terms of the Management Agreement, 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 (including through SafeFixing)
in the following circumstances:



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(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 4.3 and (ii) any commercial management of Drybulk
Vessels that are controlled by the Hajioannou Entities (including through SafeFixing) in connection with the Permitted Acquisition
is performed by the Manager;


 


(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 the Manager. For purposes of this Section 3.2(b), fair market values shall be determined in good faith by the Board
of Directors;


 


(c) solely
through SafeFixing, where such engagement consists of chartering in Drybulk Vessels from third-party owners for subsequent chartering
out to customers (such chartered-in Drybulk Vessels, the “SafeFixing Vessels”);
provided that (i) with respect to the SafeFixing Vessels that are chartered in by SafeFixing as of the Effective
Date (the “Specified Vessels”), in the event any Specified Vessel is
not subject to an existing charter-out arrangement or the existing charter-out arrangement with respect to such Specified Vessel
is terminated or otherwise expires, the Company shall have the option (exercisable within 10 Business Days of written notice by
SafeFixing of such termination or expiry) to charter in such Specified Vessel from SafeFixing on the same terms and conditions
as apply to SafeFixing under the charter-in arrangement with respect to such Specified Vessel, (ii) with respect to SafeFixing
Vessels other than Specified Vessels, the Company shall have the option (exercisable within 10 Business Days following written
notice by SafeFixing of entry into the charter-in arrangement between SafeFixing and the third party owner) to charter in such
SafeFixing Vessel from SafeFixing on the same terms and conditions as apply to SafeFixing under such charter-in arrangement and
(iii) any commercial management of SafeFixing Vessels is performed by the Manager. For purposes of this Section 3.2(c), a Specified
Vessel will no longer be deemed a Specified Vessel following the expiration or other termination of the charter-in agreement between
SafeFixing and the third party owner of such vessel, as in effect as of the Effective Date; and


 


(d) 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.



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SECTION
3.3. For the avoidance of doubt, nothing in this Agreement shall be construed to restrict the ability of any Hajioannou
Entity or SafeFixing 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; CONTROL
OF SAFEFIXING; RIGHT OF FIRST OFFER


 


SECTION
4.1. During the Restricted Period, in the event of a Proposed Change in Control of the 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 the Manager (“Manager First Offer Right”).
Set forth in Section 4.3 are the procedures applicable to the Manager First Offer Right.


 


SECTION
4.2. During the Restricted Period, in the event of a Proposed Change in Control of SafeFixing, the Company shall have
a 15 day right of first offer to purchase the relevant Hajioannou Entities’ or Nicolaos Hadjioannou’s direct or indirect
interests in SafeFixing involved in the Proposed Change in Control of SafeFixing (the “SafeFixing
First Offer Right”). Set forth in Section 4.3 are the procedures applicable to the SafeFixing First Offer Right.


 


SECTION
4.3. Set forth below are the procedures applicable to the Permitted Acquisition First Offer Right, the Manager First Offer
Right and the SafeFixing First Offer Right. For purposes of this Section 4.3, 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, (ii) a Proposed Change in Control
of the Manager, as described in Section 4.1, in the case of a Manager First Offer Right and (iii) a Proposed Change in Control
of SafeFixing, as described in Section 4.2, in the case of a SafeFixing 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.


 


(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 4.3 (an “Affirmative
Response”).



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(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, Manager First Offer
Right or SafeFixing First Offer Right, as applicable, in the manner provided above.


 


SECTION
4.4. 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:


 


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



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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
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



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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 Agreement. 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.


 


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


 


	 	SAFE BULKERS, INC.	 
	 	 	 
	 	By:	/s/Polys Hajioannou	 
	 	Name: Polys Hajioannou	 
	 	Title: Chief Executive Officer	 
	 	 	 
	 	POLYS HAJIOANNOU	 
	 	 	 
	 	/s/Poly Hajioannou	 
	 	 	 
	 	VORINI HOLDINGS INC.	 
	 	 	 
	 	By:	/s/George Papadopoulos	 
	 	Name: GEORGE PAPADOPOULOS	 
	 	Title: DIRECTOR AND PRESIDENT	 
	 	 	 
	 	SAFEFIXING CORPORATION	 
	 	 	 
	 	By:	/s/Antonios Prigkis	 
	 	Name: ANTONIOS PRIGKIS	 
	 	Title: DIRECTOR	 
	 	 	 
	 	MACHAIRIOTISSA HOLDINGS INC.	 
	 	 	 
	 	By:	/s/Antonios Prigkis	 
	 	Name: ANTONIOS PRIGKIS	 
	 	Title: PRESIDENT	 



 


[Signature
Page For Restrictive Covenant Agreement]