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

10.	Lapse of undertaking

10.1	This undertaking shall lapse on the date on which the Scheme becomes effective or prior to that date if:

(a)	the Press Announcement is not released by 21 April 2017 or such later date as Zoetis and the Company may agree;

(b)

any third party shall in accordance with the Rules announce a firm intention to make a general offer to acquire the entire issued and to be issued share capital of the Company (not already owned by such third party) with a value per ordinary share of the Company in cash (or equivalent to cash) of US$7.06 or more; or

(c)	the Transaction Agreement (as defined in the Press Announcement) is terminated in accordance with its terms.

10.2	If this undertaking lapses, we shall have no claim against Zoetis.

11.	Governing Law

This Deed shall be governed by and construed in accordance with the laws of Ireland and we agree that the courts of Ireland are to have exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with this Deed and, for such purposes, we irrevocably submit to the jurisdiction of such courts.

12.	Specific performance

Without prejudice to any other rights or remedies which you may have, we acknowledge and agree that damages may not be an adequate remedy for any breach by us of any of our Obligations and you shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any of our Obligations and no proof of special damages shall be necessary for the enforcement by you of your rights.

13.	Interpretation

In this Deed:

“Act” means the Companies Act 2014, all enactments which are to be read as one with, or construed or read together with the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;

“Applicable Requirements” means the requirements of the Act, the Irish Takeover Panel Act 1997 (as amended), the Rules, the requirements of any other applicable law or regulation or the requirements of any court or governmental or regulatory authority;

“Business Day” means any day, other than a Saturday, Sunday, public holiday or a day on which banks in Ireland or in the State of New York are authorised or required by law or executive order to be closed;

“interest” and “interested” have the meanings given to those terms in the Rules;

“Obligations” means our undertakings, agreements, warranties, appointments, consents and waivers set out in this Deed;

“offer period” has the meaning given to that term in the Rules;

“relevant securities” has the meaning given to that term in the Rules;

“Rules” means The Irish Takeover Panel Act 1997, Takeover Rules 2013 (as amended); and