Exhibit 4.8


 


EXECUTION COPY


 





 



 


SAFE BULKERS, INC.,


 


- and -



 




POLYS HAJIOANNOU

 


 


 


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”); and


 


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


 


WHEREAS:


 


(A)       Pursuant to the Restrictive Covenant
Agreement by and between the Company and P. Hajioannou, Vorini Holdings, Inc., a Marshall Islands corporation (“Vorini
Holdings”), SafeFixing Corporation, a Liberian corporation (“SafeFixing”)
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, 2008 (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,
(ii) granted a right of first offer to purchase the Hajioannou Entities’ relevant interest in Safety Management Overseas
S.A., a Panamanian corporation (the “Manager”), in the event of a
potential change of control of the Manager and (iii) 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; and


 


(B)       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 1.1In
this Agreement, unless the context otherwise requires:


 


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



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(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 date upon which the initial public offering of the Company is consummated.


 


(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.



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(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
Agreement” means the Management Agreement between the Company and the Manager, dated on or about the date of
this Agreement.


 


(s)“Manager”
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.



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article
II



ACKNOWLEDGEMENT


 


SECTION 2.1P.
Hajioannou acknowledges he has received and reviewed the Management Agreement.


 


SECTION 2.2P.
Hajioannou 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 P. Hajioannou
or any P. Hajioannou Entity (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 3.1During
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



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involvement with (i) any member of the Company
Group, or (ii) the Manager, in compliance with the restrictions on competitive activities set out in the Management Agreement,
as the same may be waived or amended from time to time (together, (a) and (b) are defined as the “Competitive
Activities”).


 


SECTION 3.2Notwithstanding
the foregoing, P. Hajioannou may engage in Competitive Activities (including through SafeFixing and 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 or Nicolaos Hadjioannou), 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 SafeFixing or any other P. Hajioannou Entity)
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) 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 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



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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.


 


SECTION 3.3For
the avoidance of doubt, nothing in this Agreement shall be construed to restrict the ability of P. Hajioannou or SafeFixing 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 4.1Set
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, 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



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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 4.2P.
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 5.1All
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


 


Polys Hajioannou

c/o Safety Management Overseas S.A.

32 Avenue K. Karamanli

P.O. Box 70837
 
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16605 Voula


Athens, Greece

Attention: Polys Hajioannou


 


Article
VI



APPLICABLE LAW AND JURISDICTION


 


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


 


Article
VII



ARBITRATION


 


SECTION 7.1Any
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 7.2The
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
VIII



MISCELLANEOUS


 


SECTION 8.1This
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 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.



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SECTION 8.2It
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 8.3This
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.]



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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/Polys Hajioannou	 


 


[Signature
Page To The Polys Hajioannou Restrictive Covenant Agreement]