STOCK PURCHASE AGREEMENT AMONG VALE S.A. AND VALE FERTILIZER NETHERLANDS B.V., AS SELLERS, AND THE MOSAIC COMPANY, AS BUYER DATED AS OF DECEMBER 19, 2016Stock Purchase Agreement • December 19th, 2016 • Mosaic Co • Agricultural chemicals • New York
This STOCK PURCHASE AGREEMENT is made as of December 19, 2016, by and among The Mosaic Company, a Delaware corporation (“Buyer”), Vale S.A., a stock corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (“Parent”), and Vale Fertilizer Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“HoldCo Seller”). Parent and HoldCo Seller are each sometimes referred to herein, individually, as a “Seller” and, collectively, as the “Sellers”, and Buyer and the Sellers are each sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
FORM OF INVESTOR AGREEMENT among THE MOSAIC COMPANY, and VALE S.A. DATED AS OF [●]Investor Agreement • December 19th, 2016 • Mosaic Co • Agricultural chemicals • New York
On the date hereof, in connection with the consummation of the transactions contemplated by that certain Stock Purchase Agreement, dated as of December 19, 2016, by and among the Company, Parent and one or more of its Affiliates (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), the Company issued to the Stockholder a total of [●] shares (the “Buyer Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”).
