GOVERNANCE AGREEMENT among THE MOSAIC COMPANY, GNS II (U.S.) CORP. and THE STOCKHOLDER PARTIES HERETO Dated as of January 18, 2011Governance Agreement • January 19th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
GOVERNANCE AGREEMENT, dated as of January 18, 2011 (this “Agreement”), among GNS II (U.S.) CORP., a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Company” (the “Company”), THE MOSAIC COMPANY, a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Holding Company” and will be a wholly-owned subsidiary of the Company (“Old Mosaic”), and EACH OF THE OTHER PARTIES HERETO (each, a “Stockholder” and, collectively, the “Stockholders”).
MERGER AND DISTRIBUTION AGREEMENT by and among THE MOSAIC COMPANY, GNS II (U.S.) CORP., GNS MERGER SUB LLC, CARGILL, INCORPORATED and Solely with respect to (and for the limited purposes set forth in) Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f),...Merger and Distribution Agreement • January 19th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
This MERGER AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 18, 2011, is by and among The Mosaic Company, a Delaware corporation (“Mosaic”), Cargill, Incorporated, a Delaware corporation (“Cargill”), GNS II (U.S.) Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” promptly following the Merger Effective Time (as defined below) (“M Holdings”), GNS Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”), and, solely with respect to (and for the limited purposes set forth in) Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f), 7.3(b)-(d), 7.4, 7.5, 7.6, 11.9, 11.13(d) and the last two sentences of Section 11.6, the MAC Trusts (as defined below).
REGISTRATION AGREEMENT by and among THE MOSAIC COMPANY, GNS II (U.S.) CORP., CARGILL, INCORPORATED, THE MARGARET A. CARGILL FOUNDATION, ANNE RAY CHARITABLE TRUST, ACORN TRUST, and LILAC TRUST Dated as of January 18, 2011Registration Agreement • January 19th, 2011 • Mosaic Co • Agricultural chemicals • New York
This REGISTRATION AGREEMENT is made as of January 18, 2011, by and among The Mosaic Company (“Mosaic”), GNS II (U.S.) Corp., a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” as of the Closing Date referred to below (“M Holdings” or the “Company”), Cargill, Incorporated (“Cargill”) and the MAC Trusts (as defined below).
TAX AGREEMENT by and among THE MOSAIC COMPANY GNS II (U.S.) CORP. and CARGILL, INCORPORATED Dated as of January 18, 2011Tax Agreement • January 19th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
TAX AGREEMENT (this “Agreement”), dated as of January 18, 2011, is by and among The Mosaic Company (“Mosaic”), GNS II (U.S.) Corp., a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” as of the Closing Date (“M Holdings”) and Cargill, Incorporated (“Cargill”).
