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

(a)

we shall exercise the voting rights attached to the Company Shares and any Further Company Shares on a Relevant Resolution (as defined in paragraph 4.2) only in accordance with Zoetis’s directions;

(b)

we shall exercise the rights attaching to the Company Shares and any Further Company Shares to requisition or join in requisitioning any general or class meeting of the Company pursuant to section 178 of the Act for the purposes of considering a Relevant Resolution only in accordance with Zoetis’s directions;

(c)

for the purpose of voting on a Relevant Resolution, we shall execute any form of proxy required by Zoetis appointing any person nominated by Zoetis to attend and vote at the relevant general or class meeting of the Company (or any adjournment thereof); and

(d)

we shall cause the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with (and we shall take all actions as may be necessary or desirable in order to enable the registered holder of any Beneficial Shares, and any Further Company Shares of which we are the beneficial owner, to comply with) paragraphs 4.1(a) to 4.1(c) in respect of the Beneficial Shares and any Further Company Shares of which we are  the beneficial owner.

4.2

A “Relevant Resolution” means:

(a)

any Scheme Resolution;

(b)

any other resolution (whether or not amended) proposed at a general or class meeting of the Company, or at an adjourned meeting, the passing of which is necessary or desirable to implement the Scheme or which, if passed, might result in any condition of the Scheme not being fulfilled or which might impede or frustrate the Scheme in any way (including, for the avoidance of doubt, any resolution to approve any scheme of arrangement in relation to the Company which is proposed by a person other than Zoetis);

(c)

a resolution to adjourn a general or class meeting of the Company whose business includes the consideration of a resolution falling within paragraph 4.2(a); and

(d)

a resolution to amend a resolution falling within paragraph 4.2(a) or paragraph 4.2(c).

5.

Documentation

5.1

We consent to:

(a)

this undertaking being disclosed to the Panel;

(b)

the inclusion of references to us and the registered holder of any Beneficial Shares and any Further Company Shares of which we are the beneficial owner, and particulars of this undertaking and our holdings of relevant securities of the Company (and, if necessary under the Rules, Zoetis) being included in the Press Announcement, a draft of which is attached to this undertaking, and any Scheme Document, and any other announcement made, or document issued, by or on behalf of the Company and/or Zoetis in