Amended and Restated Offer to Purchase and Exchange
Outstanding Warrants to Purchase Common Stock
Westway Group, Inc.
September 8, 2010
To Our Clients:
Enclosed for your consideration are the Amended and Restated Offer to Purchase and Exchange dated September 8, 2010
(the “Offer to Purchase and Exchange”) and the related Amended and Restated Letter of Transmittal (the “Letter of Transmittal”
and, together with the Offer to Purchase and Exchange and any amendments or supplements thereto, collectively, the “Offer”)
in connection with the Offer by Westway Group, Inc., a Delaware corporation (“Westway” or the “Company”), 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, upon the terms and subject to the conditions of the Offer, 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.
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
one 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 b