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Contribution, Conveyance and Assumption Agreement

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Title:

Contribution, Conveyance and Assumption Agreement

Entities:

Cm Advisers Family of Funds

Date:

2008

Size:

27KB total

Price:

$39

ID:

#3291262

► Legal ► Assumption ► Conveyance ► Contribution, Conveyance & Assumption Agreements

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

AMONG

SAFE BULKERS, INC.,

VORINI HOLDINGS INC.,

POLYS HAJIOANNOU AND

NICOLAOS HADJIOANNOU


Table of Contents
		Page
ARTICLE I

Definitions

SECTION 1.01. Definitions		2
ARTICLE II

The Initial Contribution

SECTION 2.01. Transfer by the Shareholders of the Subsidiary Shares		3
SECTION 2.02. Issuance of shares of Vorini Common Stock		3
SECTION 2.03. Acknowledgement of the Shareholders? receipt of shares of Vorini Common Stock		3
SECTION 2.04. Conversion of Subsidiary Shares		4
ARTICLE III

The Company Contribution

SECTION 3.01. Transfer by Vorini of Subsidiary Shares		4
SECTION 3.02. Issuance of shares of Company Common Stock		4
SECTION 3.03. Acknowledgement of Vorini?s receipt of Company Common Stock		4
ARTICLE IV

Representations and Warranties

SECTION 4.01. Representations and Warranties of the Shareholders and Vorini		4
SECTION 4.02. DISCLAIMER OF WARRANTIES		5
ARTICLE V

Further Assurances

SECTION 5.01. Further Assurances		6


		Page

ARTICLE VI

ARBITRATION

SECTION 6.01. Disputes		7
SECTION 6.02. Designation of Arbitrator		7
SECTION 6.03. Further Disputes		7
SECTION 6.04. Relief and Awards		7


ARTICLE VII

Miscellaneous

SECTION 7.01. Survival of Representations and Warranties		7
SECTION 7.02. Costs		8
SECTION 7.03. Agreement Relating to Aggregate Retained Earnings		8
SECTION 7.04. Headings; References; Interpretation		8
SECTION 7.05. Successors and Assigns		8
SECTION 7.06. No Third Party Rights		8
SECTION 7.07. Counterparts		9
SECTION 7.08. Governing Law		9
SECTION 7.09. Severability		9
SECTION 7.10. Deed; Bill of Sale; Assignment		9
SECTION 7.11. Amendment or Modification		9
SECTION 7.12. Entire Agreement		9

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this ?Agreement?) dated as of [?], 2008 (the ?Effective Date?), among Safe Bulkers, Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the ?Company?), Vorini Holdings Inc., a corporation formed under the laws of the Republic of the Marshall Islands (?Vorini?), Polys Hajioannou, an individual (?P. Hajioannou?), and Nicolaos Hadjioannou, an individual (?N. Hadjioannou? and, together with P. Hajioannou, the ?Shareholders?).

RECITALS

WHEREAS, the Company was formed on December 11, 2007, pursuant to the Marshall Islands Business Corporations Act (the ?BCA?) for the purpose of, among other things, acquiring and owning all of the outstanding common shares of the Subsidiaries (as defined below), each of which is directly or indirectly owned by the Shareholders;

WHEREAS, in order to accomplish the objectives and purposes in the preceding recital and in connection with the Closing (as defined below), the parties hereto desire that each of the following shall occur in the order set forth below following the execution of the Underwriting Agreement (as defined below) and prior to the Closing:

	1.	The Shareholders shall transfer to Vorini all of the outstanding shares of each Subsidiary (all such shares collectively, the ?Subsidiary Shares?). As consideration therefore, Vorini shall issue an aggregate total of 100 shares of common stock of Vorini, par value $0.01 per share (the ?Vorini Common Stock?) to the Shareholders in the following allocation: 90 shares of Vorini Common Stock to P. Hadjioannou and 10 shares of Vorini Common Stock to N. Hadjioannou, which shall represent all of the outstanding shares of Vorini Common Stock (such transaction, the ?Initial Contribution?);

	2.	Immediately subsequent to the Initial Contribution, Vorini shall convert, or cause to be converted, each Subsidiary Share that is held in bearer form into a registered Subsidiary Share (the ?Conversion?); and

	3.	Immediately subsequent to the Conversion, Vorini, on behalf of itself and the Shareholders, shall transfer to the Company the Subsidiary Shares. As consideration therefor, the Company shall issue to Vorini, 54,500,000 shares of common stock of the Company, par value $0.001 per share (the ?Company Common Stock?), which shall represent all of the outstanding shares of Company Common Stock (such transaction, the ?Company Contribution?).

WHEREAS, upon the Closing, Vorini, through the underwriters of the Offering (as defined below) (the ?Underwriters?) and pursuant to the Underwriting Agreement (as defined below), intends to sell up to 10,000,000 shares (or such other amount of shares set forth in the Underwriting Agreement) of Company Common Stock, subject to the Underwriters? overallotment option under the Underwriting Agreement, to the public,

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. For the purposes of this Agreement:

?Agreement? has the meaning set forth in the preamble.

?Assets? has the meaning set forth in Section 4.02.

?BCA? has the meaning set forth in the recitals.

?Closing? shall mean the closing of the Offering.

?Closing Date? shall mean the date of the Closing.

?Company? has the meaning set forth in the preamble.

?Company Common Stock? has the meaning set forth in the recitals. ?Company Contribution? has the meaning set forth in the recitals. ?Conversion? has the meaning set forth in the recitals.

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