AGREEMENT AND PLAN OF MERGER among BISHOP INFRASTRUCTURE II ACQUISITION COMPANY, INC. a Delaware corporation; BISHOP INFRASTRUCTURE III ACQUISITION COMPANY, INC. a Delaware corporation; and; WESTWAY GROUP, INC. a Delaware corporation; dated as of...Merger Agreement • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 20, 2012, by and among Westway Group, Inc., a Delaware corporation (the “Company”), Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”), and Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of December 20, 2012, among Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”); Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); WESTWAY GROUP, INC., a Delaware corporation (the “Company”) (only with respect to Section 7 and Section 11 hereof and as a third-party beneficiary of Section 4(f)); and Francis P. Jenkins, Jr. (“Stockholder”).
Bishop Infrastructure II Acquisition Company, Inc. c/o EQT Partners Inc.Investment Agreement • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products
This letter sets forth our mutual agreement and understanding regarding your investment in preferred and common stock of Bishop Infrastructure II Acquisition Company, Inc. (Parent).
LIMITED GUARANTEELimited Guarantee • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products • Delaware
This Limited Guarantee is made by EQT Infrastructure II Limited Partnership, acting by its general partner EQT Infrastructure II GP B.V. (the General Partner), a limited partnership registered in England and Wales (Guarantor), in favor of Westway Group, Inc., a Delaware corporation (Guaranteed Party), as of December 20, 2012 (this Guarantee). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), by and among the Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (Parent), Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares and all of the outstanding In-the-Money Warrants (the Offer), and (ii) if the Offer is complete
Bishop Infrastructure II Acquisition Company, Inc. c/o EQT Partners Inc.Investment Agreement • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products
This letter sets forth our mutual agreement and understanding regarding your investment in preferred and common stock of Bishop Infrastructure II Acquisition Company, Inc. (Parent).
Bishop Infrastructure II Acquisition Company, Inc. c/o EQT Partners Inc.Investment Agreement • December 31st, 2012 • Bishop Infrastructure III Acquisition Company, Inc. • Grain mill products
This letter sets forth our mutual agreement and understanding regarding your investment in preferred and common stock of Bishop Infrastructure II Acquisition Company, Inc. (Parent).
