TRANSACTION AGREEMENT †Shared Services Agreement • January 20th, 2009 • Shermen WSC Acquisition Corp • Blank checks • New York
This Transaction Agreement is dated as of November 25, 2008 and is among SHERMEN WSC ACQUISITION CORP., a Delaware corporation (“Parent”), TERMINAL MERGER SUB LLC, a Delaware limited liability company (“Terminal Merger Sub”), FEED MERGER SUB LLC, a Delaware limited liability company (“Feed Merger Sub”; each of Terminal Merger Sub and Feed Merger Sub, a “Merger Sub” and, together, the “Merger Subs”), ED&F MAN HOLDINGS LIMITED, a company limited by shares organized under the Laws of England and Wales (“ED&F”), WESTWAY HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), WESTWAY TERMINAL COMPANY INC., a Delaware corporation (“Westway Terminal”), and WESTWAY FEED PRODUCTS, INC., a Delaware corporation (“Westway Feed,” and together with ED&F, Holdings and Westway Terminal, the “ED&F Parties”).
