13D Filing: Farallon Capital and Nexvet Biopharma PLC (NVET)

1.3

set out in the Schedule are complete and accurate details of all options, warrants, restricted stock units and all other rights we have to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any securities of the Company (together with any further such options, warrants, restricted stock units and other such rights which we may become entitled to and/or receive at any time after the date of this undertaking, “Convertible Securities“);

1.4

other than as set out in this paragraph 1, we do not have any interest (as defined in the Rules) in any securities of the Company or any right to subscribe for, purchase, convert into, exchange or exercise for or otherwise acquire or call for delivery of any such securities; and

1.5

We have full power and authority, and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking.

2.

Dealings and undertakings

2.1

We undertake to you that (other than in connection with the Scheme) before this undertaking lapses in accordance with paragraph 10, we shall not, directly or indirectly:

(a)

sell, transfer, assign, tender in any tender or exchange offer, dispose of, charge, pledge or otherwise encumber or grant any option or award or other right over or otherwise deal with any of the Company Shares, Beneficial Shares or Convertible Securities or any further shares in the capital of the Company in respect of which we become the beneficial owner, whether pursuant to the terms of any Convertible Securities or otherwise (the “Further Company Shares” and, together with the Company Shares and Beneficial Shares, the “Subject Shares“) or any interest in any of them (whether conditionally or unconditionally);

(b)

vote in favour of any resolution to approve an acquisition of any securities in the Company by any person other than Zoetis, or any other transaction which is proposed by any person other than Zoetis which relates to the securities of the Company or which could otherwise hinder or impede the implementation of the Scheme;

(c)

deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement;

(d)

accept or give any undertaking to accept any offer made or proposed to be made in respect of any securities in the Company by any person other than Zoetis;

(e)

enter into any agreement or arrangement (whether or not legally binding) with any person, whether conditionally or unconditionally, or give any indication of intent which is in any way inconsistent with this paragraph 2.1.

2.2

We further undertake to you not, until this undertaking lapses in accordance with paragraph 10 below, to acquire any interests (as defined in the Rules) or otherwise deal or undertake any dealing (also as defined in the Rules) in any relevant securities (also as defined in the Rules) of the Company (including, for the avoidance of doubt, the exercising, exchange or conversion of any Convertible Securities) unless the Irish Takeover Panel (the “Panel“) determines, and confirms to Zoetis, that, in respect of