Eletson

To the beneficial owners, or authorized representatives acting on behalf of the beneficial owners, of any of the following securities:

CUSIP Number

28620QAA1

V32248AA0

28620QAB9

Eletson Holdings, Inc., a Liberian corporation (“Holdings”), Eletson Finance (US) LLC, a Delaware limited liability company (“Eletson Finance”) and Agathonissos Finance LLC, a Marshall Islands limited liability company (“Eletson MI,” and, together with Holdings and Eletson Finance, the “Offerors”) are offering to exchange any and all outstanding 9.625% First Preferred Ship Mortgage Notes due 2022 (the “Existing Notes”) (CUSIP Numbers: 28620QAA1; V32248AA0; and 28620QAB9) for
(1) First Preferred Ship Mortgage Notes due 2022 (the “New Notes”) and
(2) additional New Notes in an aggregate principal amount equal to the amount of interest due the Existing Notes but not paid on January 15, 2018 (the “Exchange Offer”).

The Exchange Offer will be made, and the New Notes are being offered and will be issued, only to holders of the Existing Notes
(1) in the United States, who are “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), provided by Section 4(a)(2) thereof, and
(2) outside the United States, who are persons other than “U.S. persons,” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act. A holder of Existing Notes who meets any of these categories is hereinafter referred to as an “Eligible Holder.”

If you are a beneficial owner, or an authorized representative acting on behalf of a beneficial owner, of Existing Notes that is an Eligible Holder, please complete the attached certification (the “Eligibility Certification”) and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Certification or submit it online on the next page. If you are a beneficial owner of Existing Notes that is not an Eligible Holder, you may not participate in the Exchange Offer and you should not complete the attached Eligibility Certification. If you do not submit a valid Eligibility Certification, you will not be entitled to receive any documents or materials relating to the Exchange Offer.

The definitions of “accredited investor” and “U.S. person” are set forth on Annex A below.

To enable the Offerors to ensure that these limitations are met, please check one of the boxes below:

By checking one of the boxes above and signing this Letter of Transmittal (the “Letter”), the undersigned also represents, warrants and acknowledges that:

(1) It has received a copy of the Offer to Exchange and acknowledges it has had access to the financial and other information, and has been afforded the opportunity to ask questions of the Offerors’ representatives and receive answers to those questions, as it deemed necessary in connection with its decision to tender Existing Notes in the Exchange Offer.

(2) There are risks incident to the acquisition of the New Notes, including, without limitation, those risks that are summarized under “Risk Factors” in the Offer to Exchange.

(3) It is acquiring the New Notes to be issued for its own account for investment purposes and not with a view toward, or for resale or transfer in connection with, the sale or distribution thereof within the meaning of the Securities Act that would be in violation of the Securities Act or any securities or “blue sky” laws of any state of the United States or other applicable law, and has no contract, agreement, undertaking or arrangement, and no intention to enter into any contract, agreement, undertaking or arrangement to pledge such securities or any part thereof (other than pledges to its own lenders).

(4) It has been advised by the Offerors that (1) the New Notes are being privately placed by the Offerors pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act or pursuant to Regulation S under the Securities Act and neither the offer nor sale of any New Notes has been registered under the Securities Act or any state or foreign securities or “blue sky” laws; (2) the New Notes are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Offerors in a transaction not involving a public offering and that the undersigned must continue to bear the economic risk of the investment in its New Notes unless the offer and sale of its New Notes is subsequently registered under the Securities Act and all applicable state or foreign securities or “blue sky” laws or an exemption from such registration is available; (3) it is not anticipated that there will be any public market for the New Notes in the foreseeable future; (4) the public offer or sale of any New Notes without registration will require the availability of an exemption under the Securities Act; (5) a restrictive legend in the form satisfactory to the Offerors shall be placed on the certificates representing the New Notes; and (6) a notation shall be made in the appropriate records of the trustee for the New Notes indicating that the New Notes are subject to restrictions on transfer.

(5) It has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits, risks and consequences of an investment in the New Notes and is able to bear the economic risk of loss of such investment, including the complete loss of such investment.

(6) Neither it, its affiliates nor any person acting on its or any of their behalf has engaged, or will engage, in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the New Notes.

(7) All information it has provided to the Offerors concerning its financial position, and the knowledge of financial and business matters of the person making the investment decision on its behalf, is correct and complete as of the date hereof and may be relied upon by the Offerors and their respective stockholders, officers, agents and affiliates.

Please submit your responses as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the transaction.

This letter does not constitute an offer or a solicitation of an offer with respect to the New Notes. This letter does not create any obligations whatsoever on the part of the Offerors or any of their subsidiaries, as applicable, to make any offer or on the part of the recipient to participate if an offer is made. The New Notes that the Offerors propose to offer pursuant to the Exchange Offer referenced above will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state laws.

You may direct any questions to D.F. King & Co., Inc., Attn: Andrew Beck, at 48 Wall Street, 22nd Floor, New York, New York 10005, telephone number: (800) 487-4870 (toll-free) or (212) 269-5550 (banks and brokers) or email elet@dfking.com.

ANNEX A

“Accredited Investor” means any of the following persons:

i) Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

ii) Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

iii) Any insurance company as defined in Section 2(a)(13) of the Securities Act;

iv) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act;

v) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

vi) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

vii) Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

viii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

ix) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

x) Any director, executive officer, or general partner of any of the Offerors, or any director, executive officer, or general partner of a general partner of any of the Offerors;

xi) Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000;

xii) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

xiii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and

xiv) Any entity in which all of the equity owners are accredited investors.

“U.S. person” means:

(1) Any natural person resident in the United States;

(2) Any partnership or corporation organized or incorporated under the laws of the United States;

(3) Any estate of which any executor or administrator is a U.S. person;

(4) Any trust of which any trustee is a U.S. person;

(5) Any agency or branch of a foreign entity located in the United States;

(6) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(8) Any partnership or corporation if:

(a) Organized or incorporated under the laws of any foreign jurisdiction; and

(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

(1) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(2) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) The estate is governed by foreign law;

(3) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(4) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(5) Any agency or branch of a U.S. person located outside the United States if:

(a) The agency or branch operates for valid business reasons; and

(b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(6) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of the foregoing definition, “United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.