Transaction Agreement

Stock Sale Closing Statement, respectively, to Parent at least ten days prior to the Closing Date (the “ Ten Day Requirement ”).  Notwithstanding Section 2.9(b)(i) and Section 3.2(b)(i) of the Transaction Agreement, the Ten Day Requirement will be satisfied, and ED&F will be deemed to have complied in all respects with the Ten Day Requirement, so long as it delivers the Estimated Merger Closing Statement and the Estimated Stock Sale Closing Statement to Parent at least five days prior to the Closing Date.

2.             Purchases of Parent Common Stock by Parent .

Section 7.2 of the Transaction Agreement among other things restricts the ability of Parent to undertake certain actions prior to the Closing without the consent or approval of ED&F.  Pursuant to Section 7.2 of the Transaction Agreement, ED&F hereby consents to and approves of the purchase by Parent of up to 2,514,369 shares of Parent Common Stock in privately negotiated transactions at a purchase price per share not to exceed $6.00, which purchases shall be consummated contingent upon the Closing and the purchase price for which shall be paid either on the Closing Date or within two Business Days after the Closing (the “ Repurchases ”).  In addition, Holdings agrees that, upon execution and delivery of the Stockholder’s Agreement, it will be deemed to have consented to the consummation of the Repurchases as required under Section 3.1(j) of the Stockholders’ Agreement.

3.             Amendment to Certain Definitions .

The definition of “Common Stock Merger Consideration” in the Transaction Agreement is hereby amended and restated in its entirety as follows:

“ Common Stock Merger Consideration” means 24,323,614 shares of Parent Common Stock; provided, however, that if, upon the issuance of such Parent Common Stock at the Closing and taking into account (a) any shares of Parent Common Stock converted into cash from the Trust Account pursuant to Parent’s amended and restated certificate of incorporation, (b) any shares of Parent Common Stock which Parent agreed to repurchase contingent upon the Closing with the consent of ED&F, (c) any shares forfeited or returned or to be forfeited or returned to the Company for cancellation by Parent Founder in connection with the Closing pursuant to an agreement among the parties hereto and Parent Founder, dated as of May 26, 2009, and (d) any shares of Parent Common Stock owned by any ED&F Party immediately prior to the Closing, the ED&F Parties and their Affiliates would beneficially own more than 49.5% of the issued and outstanding shares of Parent Common Stock, such number of shares of Parent Common Stock shall be reduced to that number of shares that would result in the ED&F Parties and their Affiliates upon the

Closing beneficially owning 49.5% of the issued and outstanding shares of Parent Common Stock. For the avoidance of doubt, for purposes of this definition, “Affiliates” of the ED&F Parties shall not include the Employee Trust or any Designated Employee.

4.             Certain Employees .

Pursuant to Section 7.8(p) of the Transaction Agreement, ED&F is required to take all actions necessary in accordance with all applicable Law to provide that the employees listed in Section 7.8(p) of the Disclosure Schedule cease to be employees of any Transferred Companies prior to the Effective Time (the “ Employee Transfer Requirement ”).  Notwithstanding Section 7.8(p) of the Transaction Agreement, the Employee Transfer Requirement will be satisfied, and ED&F will be deemed to have complied in all respects with the Employee Transfer Requirement, with respect to the employees listed in Annex A to this letter agreement (the “ Covered Employees ”), so long as it takes all actions necessary in accordance with all applicable Law to provide that the Covered Employees cease to be employees of any Transferred Companies as soon as practicable after ED&F’s new Canadian subsidiary has in place the payroll and other services necessary to employ the Covered Employees (which may be after the Effective Time).

5.             Guarantee, Indemnity and Letter Agreement .

At the Closing, Parent shall execute and deliver to ED&F (a) the guarantee in favor of Forth Ports plc in the form attached as Annex B to this letter agreement, (b) the deed of indemnity between ED&F and Parent in the form attached as Annex C to this letter agreement, and (c) the letter agreement between ED&F Man Treasury Management plc and Westway Group, Inc. in the form attached as Annex D to this letter agreement, and Parent’s execution and delivery of such guarantee, deed of indemnity and letter agreement will be a condition to the obligations of the ED&F Parties to consummate the transactions contemplated by the Transaction Agreement.

6.             Delivery of Certificates Representing Capital Stock

Pursuant to Section 4.2(a)(i) of the Transaction Agreement, ED&F is required to deliver or cause to be delivered to Parent and the Merger Subs certificates represen