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

2.3

We undertake to you to 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) the undertakings in paragraphs 2.1 and 2.2 above in respect of the Beneficial Shares and any Further Company Shares of which we are the beneficial owner.

3.

Undertaking to vote in favour of the Scheme

3.1

We shall (unless Zoetis otherwise requests in writing in advance) exercise, or (as appropriate) procure the exercise of, all voting rights attaching to the Subject Shares to vote in favour of all resolutions to approve the Transaction, the Scheme, and any related matters, proposed at any general or class meeting of the Company in connection with the Scheme (“GM“) and any meeting or class meeting of the Company convened pursuant to section 450 of the Act to approve the Scheme (a “Scheme Meeting“), or at any adjournment of any such meeting (all such resolutions collectively, the “Scheme Resolutions“);

3.2

We shall execute, or (as appropriate) procure the execution of, any forms of proxy in respect of the Subject Shares required by Zoetis validly appointing the Chairman of the meeting or any person nominated by Zoetis to attend and vote at any GM and/or Scheme Meeting (or any adjournment thereof) in respect of the Scheme Resolutions, and shall ensure that any such executed forms of proxy are received by the Company’s registrars not later than 3:00 p.m. (Eastern Time) on the seventh day after the Company sends the Scheme Document to the Company’s shareholders (or, in respect of any Further Company Shares, within five days of becoming the registered holder of such shares, if later);

3.3

We shall not revoke (or seek to cause the revocation of) the terms of any proxy submitted in accordance with paragraph 3.2, either in writing or by attendance at any GM or Scheme Meeting (or any adjournment thereof) or otherwise;

3.4

We shall cause the registered holder of any Subject 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 Subject Shares of which we are the beneficial owner to comply with) the undertakings in paragraphs 3.1 to 3.3 in respect of Subject Shares of which we are the beneficial owner; and

3.5

Zoetis shall acquire the Subject Shares pursuant to the Scheme, if it provides for the transfer of any such shares to Zoetis, free of any lien, charge, option, equity or encumbrance of any nature whatsoever and together with all rights of any nature attaching to those shares.

4.

Voting Rights

4.1

From the time Zoetis and the Company issue the Press Announcement to the time this undertaking lapses in accordance with paragraph 10:

(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;