AMENDED & RESTATED GOVERNANCE AGREEMENT among THE MOSAIC COMPANY, GNS II (U.S.) CORP. and THE STOCKHOLDER PARTIES HERETO Dated as of May 25, 2011Governance Agreement • May 25th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of May 25, 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”).
AMENDMENT NO. 1 TO TAX AGREEMENTTax Agreement • May 25th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
AMENDMENT NO. 1, dated as of May 24, 2011 (this “Amendment”), to the Tax Agreement (the “Tax Agreement”), dated as of January 18, 2011, by and among The Mosaic Company (“Mosaic”), GNS II (U.S.) Corp. (“GNS”) and Cargill, Incorporated (“Cargill”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Tax Agreement.
