THIS RESTRICTIVE COVENANT AGREEMENT
(this ?Agreement?) is made on [?], 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 CORP, 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 [], 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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