Offer to Purchase for Cash
Outstanding Warrants to Purchase Common Stock
Westway Group, Inc.
August 9, 2010
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated August 9, 2010 (the “Offer to Purchase”) and the related
Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the “Offer”) in connection with the Offer by Westway Group, Inc., a Delaware corporation
(“Westway”), to purchase 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 the conditions of 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”).
The Offer is only open for warrants. Westway also has outstanding shares of common stock and units, each comprising a
share of common stock and two warrants. You may instruct us to tender warrants on your behalf that are included in units, but
to do so such warrants must first be separated from the units prior to tendering such warrants. See Section 3 of the Offer to
The Offer is subject to important conditions, including there being validly tendered and not withdrawn before the
expiration of the Offer a number of warrants representing at least 80% of the total number of warrants outstanding (not
including the Underwriter Warrants or the Founder Warrants). See Section 6 of the Offer