Amended and Restated Offer to Purchase and Exchange
Outstanding Warrants to Purchase Common Stock
Westway Group, Inc.
September 8, 2010
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Westway Group, Inc., a Delaware corporation (“Westway” or the “Company”), is offering to holders of up to 45,999,900
warrants, each exercisable into one share of its common stock, par value $0.0001 per share, for $5.00 per share (the “warrants”),
the opportunity to receive either (i) $0.13 per warrant tendered by the holder, net to such holder in cash, without interest and
less any required withholding taxes (the “Cash Purchase Price”), (ii) one share of Westway’s class A common stock for every
30 warrants tendered for exchange and not tendered for cash by the holder or (iii) any combination of cash and stock as the
holder may elect on the terms set forth above.
The offer is upon the terms and subject to certain conditions described in this Amended and Restated Offer to Purchase
and Exchange (this “Offer to Purchase and Exchange”) and in the related Amended and Restated Letter of Transmittal (the
“Letter of Transmittal,” which together with the Offer to Purchase and Exchange, 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 o