Offer to Purchase for Cash
Outstanding Warrants to Purchase Common Stock
Westway Group, Inc.
August 9, 2010
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Westway Group, Inc., a Delaware corporation (“Westway”), is offering to purchase for cash up to 45,999,900 warrants (the
“warrants”) to purchase shares of its common stock, par value $0.0001 per share, at a purchase price of $0.13 per warrant, net to
the seller in cash, without interest (the “Purchase Price”), for a total purchase price of up to $5,979,987, upon the terms and
subject to certain conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they
may be amended or supplemented from time to time, constitute the “Offer”).
Warrants eligible to be tendered pursuant to the Offer include 45,999,900 warrants issued in our initial public offering, but
do not include 1,400,000 warrants included in units representatives of the underwriters in our initial public offering have an
option to purchase (the “Underwriter Warrants”) or 5,214,286 warrants issued to our founders in a private placement in
connection with our initial public offering (the “Founder Warrants”).
Please furnish copies of the enclosed materials to your clients for whom you hold warrants registered in your name or in
the name of your nominee. Unless the context otherwise requires, all references to the warrants shall refer to warrants to
purchase shares of the common stock of the Westway.
Enclosed with this letter are copies of the following documents:
Warrant holders must make their own decision as to whether to tender their warrants and, if so, how many warrants to
tender and at what price or prices. Your clients should read carefully the information set forth or incorporated by reference in
the Offer to Purchase and in the related Letter of Transmittal, including Westway’s reasons for making the Offer.
It is our current intent not to conduc