Exhibit 10.18


 


CONFIDENTIAL TREATMENT
REQUESTED UNDER

17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.


 


[*****] INDICATES
OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.


 


THE OMITTED MATERIAL
HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.


 


CONFIDENTIAL


 


Execution Version


 


FIRST AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE
AGREEMENT


 


This FIRST AMENDMENT TO INTELLECTUAL
PROPERTY PURCHASE AGREEMENT (this “First Amendment”) is dated as of July 31, 2018, by and between Phibro
Animal Health Corporation, a Delaware corporation (“Purchaser”), MJ Biologics, Inc., a Minnesota corporation
(“Seller”), and, for the limited purposes set forth in Section 8 hereof, William Marks, an individual
(“Marks”). Each of the foregoing may be individually or collectively referred to herein as a “Party”
or “Parties,” where appropriate. Defined terms used but not otherwise defined herein shall have the respective
meanings ascribed to such terms as are set forth in that certain Intellectual Property Purchase Agreement, dated January 20, 2015,
by and between Seller and Purchaser (the “IPPA”).


 


RECITALS


 


WHEREAS, Seller and
Purchaser are parties to the IPPA which provides for, among other things, the sale by Seller, and the purchase by Purchaser, of
the Purchased Assets for the Purchase Price;


 


WHEREAS, pursuant to
the IPPA, and assuming an Early Closing was not triggered, the Parties had agreed that the consummation of the transactions contemplated
by the IPPA would occur on the first business day in 2021 (the “Scheduled Closing Date”);


 


WHEREAS, the Parties
agree it is in their respective best interests to amend and restate the definition of “Scheduled Closing Date” to advance
the date of the Scheduled Closing Date to July 31, 2018 (the “Closing Date Amendment”), subject to the
terms and conditions of this First Amendment;


 


WHEREAS, the Parties
intend to effect the Closing Date Amendment, as well as certain other amendments to the IPPA and newly agreed upon terms and conditions
set forth herein, pursuant to this First Amendment;


 


NOW, THEREFORE, in consideration
of the mutual promises and such other good and lawful consideration, the receipt and sufficiency of which is acknowledged, the
Parties, intending


 




    	 	1	 



     


    

 


to be legally bound, and with the foregoing recitals
being incorporated into this First Amendment by reference, agree that the IPPA is hereby amended, and the rights and responsibilities
of the Parties are otherwise hereby clarified and confirmed, as follows:


 


1. New IPPA Sections.
The following new provisions shall be added to the IPPA as though the following were made an original part thereof:


 


A.        ARTICLE
1 DEFINITIONS shall be amended to include the following new definition:


 


““2019 Note”
shall mean that certain Promissory Note issued on the Closing Date by the Purchaser in favor of the Seller in the original principal
amount of $3,775,000.00, in the form attached to this First Amendment as Exhibit A.”


 


““First Amendment”
shall mean that certain First Amendment to Intellectual Property Purchase Agreement, dated July 31, 2018, by and between the Seller
and the Purchaser.”


 


B.        Section
2.1 (Sale and Transfer of Purchased Assets) shall be amended to include the following new subsection (h):


 


“(h) the following
domain name(s)/uniform resource locator(s): mjbiologics.com, mjbio.com, and any and all other domain names/uniform resource locators,
owned, leased or otherwise used in the Business.”


 


C.        Section
9.2(b) (Performance by Purchaser) shall be amended to include the following new subsection (vii):


 


“(vii) a fixed-term
consulting agreement by and between Purchaser and BKYH, LLC, in the form attached hereto as Exhibit 9.2(b)(vii), pursuant
to which Kim and Yun-Kyeong Kim shall provide certain services to Purchaser as more fully set out therein.”


 


D.        Article
12 (General Provisions) shall be amended to include the following new Section 12.18 (Marks Office Use):


 


“Marks
Office Use. Purchaser agrees that Marks shall have the right personally to use his individual office space in the Premises
(as defined in that certain Lease dated January 20, 2005 by and between Seller, as the tenant, and the City of Mankato, Minnesota,
as the landlord, as amended) until September 1, 2018, by which time Marks must vacate the Premises.”


 


2. Deleted IPPA Sections.
The following Sub-sections of Article I (Definitions) of the IPPA shall be deleted in their entirety as though the following
were never made an original part thereof:


 


A.        ARTICLE
1 DEFINITIONS shall delete the following definitions:


 




    	 	2	 



     


    

 


““Business
Related Services” shall have the meaning set forth in Section 2.2(a)(ii)(G).”


 


““Early Closing
Payment” shall have the meaning set forth in Section 2.2(a)(ii)(C) hereof.”


 


““Minimum Service
Period” shall have the meaning set forth in Section 2.2(a)(ii)(G) hereof.”


 


3. Amended and Restated
IPPA Sections. The following Sections of the IPPA shall be amended and restated in the IPPA as though the following were
made an original part thereof:


 


		A.	Section 2.2 (Purchase Price) is amended and restated
as set forth on Exhibit B hereof.



 


		B.	Schedule 2.4 (Allocation) is amended and restated
as set forth on Exhibit C hereof.



 


		C.	Section 7.9 (Repayment of Loan) is amended and
restated as follows:



 


“Repayment of Loan. All
amounts due and payable under the Note shall have been paid in full or shall be paid in full at Closing. In the event Marks fails
to repay all amounts due and payable under the Note prior to or at Closing, at Purchaser’s election, Purchaser may transfer
the Note to Seller at Closing and deduct such amounts in full from the Closing Payment that is otherwise required to be made to
Seller pursuant to Section 2.2(a)(ii).”


 


D.        Section
9.1(a) (Time and Place of Closing) is amended and restated as follows:


 


“(a)The
consummation of the transactions provided for in this Agreement (the “Closing”) shall be held at the offices
of Purchaser (or as otherwise agreed between the parties hereto), on July 31, 2018 (the “Scheduled Closing Date”),
unless another place or date is agreed to in writing by Seller and Purchaser (the actual date of Closing shall be the “Closing
Date”). The Closing shall be deemed to have been consummated as of 12:01 a.m. on July 31, 2018.”


 


E.        Section
9.2(b)(i) (Performance by Purchaser) is amended and restated as follows:


 


“(i) the
Closing Payment (as calculated and paid in accordance with Section 2.2(b) hereof). ”


 


4. Amended IPPA Sections. The following
amendment shall be made to the IPPA as though the following were made an original part thereof:


 


A.        The
definition of “Transaction Documents” in Article 1 (Definitions) shall be amended to include a reference
to the “2019 Note” among the list of documents described therein.


 




    	 	3	 



     


    

 


B.        The
second sentence of Section 10.4 (Limitation to Seller’s Indemnification Obligations; Escrow Funds; Escrow Agent; Escrow
Agreement) is amended as follows:


 


“Subject to
the terms and conditions of this Agreement, at Closing, Purchaser shall pay and deliver One Million Dollars ($1,000,000) (the “Escrow
Funds”)...”


 


C.        Section
10.6 (Right to Set-Off) is amended as follows:


 


“Right of Set-off. In
the event a Purchaser Indemnitee suffers an indemnifiable Loss as provided for hereunder, including Losses related to Undisclosed
Liabilities, Excluded Liabilities and amounts deductible pursuant to Section 2.2(a)(ii)(B), Purchaser shall have the right, upon
written notice, to Set-off such Loss against future payments under the Transaction Documents, including Earn-Out Payments.”


 


5. Confirmation of final
Base Payment, Final Accumulated Deficit Amount and Joint Reserve Fund Amount. For the avoidance of doubt, the Parties hereby
confirm their agreement as set forth in the Collaboration Agreement, as follows:


 


A.        The
final Base Payment under the Collaboration Agreement was paid in full on or prior to the Closing Date, without pro-ration.


 


B.        As
of the Closing Date, the accumulated Deficit Amount is [*****].


 


C.        As
of the Closing Date, Seller’s 50% share of the final total amount in the Joint Reserve Fund is [*****].


 


D.        The
Purchased Assets to be transferred to Purchaser at Closing shall include all products, supplies, and inventory; all laboratory
tools, equipment, and peripherals; and all computers and software related to the Business, including ultra freezers and complete
inventory of PRRSv seeds and cell lines. The Icellis machines located at Seller’s laboratory were previously funded, and
are already owned by, Purchaser.


 


6. Confirmation of Closing.
Notwithstanding the obligation of Purchaser to satisfy the 2019 Note, the parties agree that the Closing shall occur on July 31,
2018, at which such time, all of Seller’s right, title and interest in and to the Purchased Assets shall transfer to Purchaser
free and clear of all Encumbrances (other than Permitted Encumbrances).


 


7. Disclosure Schedules.
Attached hereto as Exhibit D are updated Disclosure Schedules required to be delivered at Closing pursuant to Section
3.16 of the IPPA.


 


8. Limited Release.
Except for the obligations relating to the payment of the Closing Payment (including the 2019 Note), Earn-Out, release of the Escrow
Funds, and Losses indemnified pursuant to Article 10 of the IPPA (which are not otherwise released pursuant this Section
8), at Closing, (a) each of Seller and Marks (for itself and on behalf of its successors and assigns, as applicable) hereby
releases, remises and forever discharges the Purchaser (and all predecessors, successors and assigns of the Purchaser, and its
directors, officers, employees,


 




    	 	4	 



     


    

 


owners, agents and representatives) of and from
any and all actions, causes of action, suits, claims, demands, agreements, debts, liabilities and obligations of any nature, fixed
or contingent, known or unknown, whether at law or in equity, by reason of any event, occurrence, circumstances or matter of any
nature with respect to any and all amounts that were, are, or may in the future be due to Seller and/or Marks from Purchaser pursuant
to the First Amendment, the IPPA, any Transaction Documents, or any other obligation contemplated by the transactions related thereto,
including, without limitation, any and all amounts due in connection with any Collaboration Plan, Designated Employee, MJ Cost
of Goods or Transfer Payment (except as such Transfer Payment may relate, directly or indirectly, to the Deficit Amount) (as such
obligations are described in the Collaboration Agreement); and (b) Purchaser (for itself and on behalf of its successors and assigns,
as applicable) hereby releases, remises and forever discharges Seller and Marks (and all predecessors, successors and assigns of
Seller, Marks, and their respective directors, officers, employees, owners, agents and representatives) of and from any and all
actions, causes of action, suits, claims, demands, agreements, debts, liabilities and obligations of any nature, fixed or contingent,
known or unknown, whether at law or in equity, by reason of any event, occurrence, circumstances or matter of any nature with respect
to any and all amounts that were, are, or may in the future be due to Purchaser from Seller and/or Marks pursuant to the First
Amendment, the IPPA, any Transaction Documents, or any other obligation contemplated by the transactions related thereto, including,
without limitation, any and all amounts due in connection with any Collaboration Plan, Designated Employee, MJ Cost of Goods or
Transfer Payment (except as such Transfer Payment may relate, directly or indirectly, to the Deficit Amount) (as such obligations
are described in the Collaboration Agreement).


 


9. No Early Closing.
For the avoidance of doubt, the parties hereto acknowledge and agree that (a) the Closing contemplated to occur on the Scheduled
Closing Date pursuant to this First Amendment is not the “Early Closing” as defined in the IPPA; and (b) no Trigger
Breach or Trigger Event has occurred or is continuing.


 


10.No Other Amendments or Revisions,
Conflicts. Except as specifically amended by this First Amendment, the IPPA shall remain in full force and effect.
In the event of any conflict between the IPPA and this First Amendment, this First Amendment shall control and prevail. 


 


[Signature Page to Follow; Remainder of This
Page Is Intentionally Left Blank]


 




    	 	5	 



     


    

 


IN WITNESS WHEREOF,
intending to be legally bound hereby, the Parties have executed or caused this Amendment Agreement to be duly executed as of the
date first noted above.


 


	 	PHIBRO ANIMAL
	 	HEALTH CORPORATION
	 	 
	 	By: 	/s/ Larry L. Miller
	 	 	Name: Larry L. Miller
	 	 	Title: Chief Operating Officer
	 	 
	 	/s/ William Marks
	 	William Marks, in his individual capacity
	 	 
	 	MJ BIOLOGICS, INC.
	 	 
	 	By: 	/s/ William Marks
	 	 	Name: William Marks
	 	 	Title: President & CEO


 


[Signature Page to First Amendment to IPPA
(July 2018 - Phibro/MJB)]]


 




     


     


    

 


Exhibit A


 


2019 Promissory Note


 



THIS NOTE AND THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	$3,775,000.00	July 31, 2018


 


FOR VALUE RECEIVED,
Phibro Animal Health Corporation, a Delaware corporation (referred to herein as “Maker”), promises to
pay to the order of MJ Biologics, Inc., a Minnesota corporation (referred to herein as “Payee,”), the
principal sum of Three Million Seven Hundred Seventy Five Thousand Dollars and No Cents ($3,775,000.00), together with interest
until paid, as set forth in this Promissory Note (this “Note”). This Note is made pursuant to that certain
Intellectual Property Purchase Agreement, dated January 20, 2015, by and between Maker and Payee (as amended by that certain First
Amendment to Intellectual Property Purchase Agreement dated as of even date herewith, the “Purchase Agreement”).
Capitalized terms not defined herein shall have the meanings ascribed to the in the Purchase Agreement, as amended.


 


1.       Payments
of Interest and Principal. All outstanding and unpaid principal of this Note, together with any then unpaid and accrued interest
and other amounts payable hereunder, shall be due and payable on January 4, 2019 (the “Maturity Date”),
unless the maturity is otherwise accelerated by the Payee as set forth herein. Any payment by the Maker shall be credited first
to any costs incurred by the Payee hereunder, second to interest then due and payable hereunder and the remainder to principal
hereunder.


 


2.       Interest
Rate. Interest shall accrue on the unpaid principal balance of this Note at the variable rate equal to (1) the one month London
Interbank Offered Rate, reported on the tenth day of the month immediately preceding the first day of each month from August 1,
2018 through the Maturity Date (as defined herein) by the Wall Street Journal in its daily listing of money rates, defined
therein as the Intercontinental Exchange Benchmark Administration Ltd average of interbank offered rates for dollar deposits in
the London market; plus (2) 300 basis points (3.00%) (the “Applicable Rate”). All interest shall accrue
based on a 360-day year for the actual number of days outstanding and shall be compounded monthly. In Payee’s discretion,
upon and after the occurrence of an Event of Default (as defined below in Section 5), interest shall accrue and be payable
on the unpaid principal balance of this Note at the Applicable Rate in effect at and during such time plus six percent (6%).


 


3.       Manner
of Payment; Prepayment. Unless otherwise provided for herein, all payments shall be made in U.S. dollars in immediately available
funds without set-off or counterclaim or deduction of any kind (except as such adjustments may be permitted pursuant to 


 




    	 	Ex A-1	 



     


    

 


Section 6 hereof)
on the due dates of such payment(s). Payments shall be made to the address set forth herein for notices to Payee. Any payments
by check shall be accepted subject to collection in immediately available funds. Maker may prepay this Note at any time and without
penalty.


 


4.       Collection
Costs.


 


(a)       Except
for matters relating to Section 6 (Set-Off) hereof, Maker shall pay to Payee, within ten business days after Payee’s
request or demand for such payment, all amounts necessary to pay, or to reimburse Payee for, all costs and expenses of administering
and enforcing this Note, including, without limitation, any and all costs and expenses of collecting the principal, interest, late
charges, fees and expenses due under this Note and exercising Payee’s rights and remedies under this Note in favor of Payee
relating to this Note (collectively, “Collection Costs”). Collection Costs include, without limitation,
all of Payee’s reasonable attorney’s fees and expenses of any kind incurred in administering, enforcing, or collecting
this Note.


 


(b)       If
Maker shall fail to pay Collection Costs to Payee within ten business days after Payee’s request or demand for such payment,
and Payee shall have paid or advanced such Collection Costs (Payee being hereby authorized, but not obligated, to pay or advance
such Collection Costs), Payee shall be entitled to add the amount so requested or demanded to the amount of principal outstanding
under this Note and thereafter charge interest thereon at then effective Applicable Rate.


 


(c)       For
the avoidance of doubt, this Section 4 shall not apply to Collection Costs which may arise from costs and expenses which
are related to the Maker’s right to set-off as set forth in Section 6 hereof.


 


5.       Default;
Acceleration.


 


(a)       The
occurrence of any of the following shall be an “Event of Default”: (i) the filing of any petition under
the U.S. Bankruptcy Code or any similar federal or state statute by or against Maker; (ii) an application for the appointment of
a receiver for the making of a general assignment for the benefit of creditors by, or the insolvency of, Maker; (iii) commencement
of any proceeding under any Federal or state statute or rule providing for the relief of debtors, composition of creditors, arrangement,
reorganization, receivership, liquidation or any similar event by or against Maker; (iv) the failure by Maker to pay any amount
due under this Note within five (5) business days of the date such payment is due; or (v) the material breach by Maker of any other
term or provision of this Note which is not cured within thirty (30) days of notice from Payee.


 


(b)       Upon
the occurrence of an Event of Default, and assuming the applicable cure period has expired, the entire principal amount hereof
and any accrued but unpaid interest, together with any Collection Costs, shall immediately become due and payable upon written
request from Payee to Maker.


 




    	 	Ex A-2	 



     


    

 


6.       Set-off.
Payment under the Note is expressly subject to the Maker’s right pursuant to Section 10.6 of the Purchase Agreement
(as amended) to offset any Losses related to Undisclosed Liabilities, Excluded Liabilities, and amounts deductible pursuant to
Section 2.2(a)(ii)(B) pursuant to a final non-appealable judgment made by a court with competent jurisdiction against future payments
due under the Transaction Documents (including this Note). Any amounts set-off hereunder pursuant to a final non-appealable judgment
made by a court with competent jurisdiction shall act as a reduction in the original principal amount due under the Note together
with a corresponding reduction in the amount of any interest accrued thereon.


 


7.       Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand or mailed
by registered or certified mail, return receipt requested, first class postage prepaid, addressed as follows:


 


	If to Payee:	MJ Biologics, Inc.
	 	Attn: William Marks 
	 	1961 Premier Drive 
	 	Mankato, MN 56001
	 	 
	If to Maker:	
        Phibro Animal Health Corporation.

        Glenpointe Centre East, 3rd Floor

        300 Frank W. Burr Blvd., Suite 21

        Teaneck, NJ 07666

	 	Attn: President
	 	Telecopy No. (201) 329-7045
	 	 
	With a copy to:	Phibro Animal Health Corporation.
	(which shall not	Glenpointe Centre East, 3rd Floor
	constitute notice)	300 Frank W. Burr Blvd., Suite 21
	 	Teaneck, NJ 07666
	 	Attn: General Counsel
	 	Telecopy No. (201) 329-7041


 


8.       Assignment.
Subject to the restrictions in the legend to this Note, the Payee may assign or transfer this Note and/or any of its rights hereunder
at any time and from time to time. The obligations of the Maker under this Note shall not be assigned, transferred or delegated
without the prior written consent of the Payee.


 


9.       Certain
Waivers. As to this Note, Maker waives all applicable exemption rights, whether under any state constitution, homestead laws
or otherwise, and also waive valuation and appraisement, presentment, notice of dishonor, and protest, notice of demand and nonpayment
of this Note, and notice of acceleration and expressly agrees that the maturity of this Note, or any payment under this Note, may
be extended from time to time without in any way affecting the liability of Maker.


 




    	 	Ex A-3	 



     


    

 


10.       Preservation
of Payee Rights. No failure on the part of Payee to exercise any right or remedy hereunder, whether before or after the happening
of an Event of Default shall constitute a waiver thereof, and no waiver of any past Event of Default shall constitute waiver of
any future default or of any other Event of Default. No failure to accelerate the indebtedness evidenced hereby by reason of any
Event of Default hereunder, or acceptance of a past due payment, or indulgence granted from time to time, shall be construed to
be a waiver of the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively, or
shall be deemed to be a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such
right of acceleration or any other right, or be construed so as to preclude the exercise of any right that Payee may have, whether
by the laws of the State of New York, by agreement, or otherwise; and Maker and each endorser or guarantor hereby expressly waives
the benefit of any statute or rule of law or equity that would produce a result contrary to or in conflict with the foregoing.


 


11.       Amendments.
This Note may not be changed orally, but only by an agreement in writing signed by the party against whom such agreement is sought
to be enforced.


 


12.       Severability.
In case any provision (or any part of any provision) contained in this Note shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or remaining
part of the affected provision) of this Note, but this Note shall be construed as if such invalid, illegal, or unenforceable provision
(or part thereof) had never been contained herein but only to the extent such provision (or part thereof) is invalid, illegal,
or unenforceable.


 


13.       Governing
Law. This Note shall be governed by the laws of the State of New York (excluding New York conflicts of laws rules).


 


14.       Jurisdiction;
Venue. Maker hereby irrevocably consents to the non-exclusive personal jurisdiction of the courts of the State of New York
and, if a basis for federal jurisdiction exists, the non-exclusive jurisdiction of the United States District Court for the Southern
District of the State of New York. Maker waives any right to object to the maintenance of any suit or claim in any of the state
or federal courts of the State of New York on the basis of improper venue or of inconvenience of forum. Any suit or claim brought
by Maker against Payee that is based, in whole or in part, directly or indirectly, on this Note or any matters relating to this
Note, shall be brought in a court only in the State and City of New York.


 


15.       Time.
Time is of the essence of this Note.


 


16.       Maximum
Rate of Interest. Anything herein to the contrary notwithstanding, the obligations of Maker under this Note (or any other
instrument, agreement or other document evidencing or securing the indebtedness evidenced by this Note) shall be subject to the
limitation that payments of interest shall not be required to the extent that receipt of any such payment of interest by Payee
would be contrary to provisions of law applicable to the indebtedness evidenced hereby (or applicable to Maker or Payee) limiting
the maximum rate of interest that may be


 




    	 	Ex A-4	 



     


    

 


charged or collected
by Payee on this Note or the indebtedness evidenced hereby. Without limiting the generality of the foregoing, all calculations
of the rate of interest contracted for, charged or received under this Note which are made for the purposes of determining whether
such rate of interest exceeds the maximum rate of interest permitted by applicable law shall be made, to the extent permitted
by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term
of this Note, all interest at any time contracted for, charged or received in connection with the indebtedness evidenced by this
Note, and then to the extent that any excess remains, all such excess shall be automatically credited against and in reduction
of the principal balance, and any portion of said excess which exceeds that principal balance shall be paid by Payee to Maker,
it being the intent of the parties hereto that under no circumstances shall Maker be required to pay any interest in excess of
the highest rate permissible under applicable law.


 


17.       MUTUAL WAIVER
OF JURY TRIAL. MAKER AND PAYEE WAIVE ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING UNDER OR RELATING IN ANY
WAY TO THIS NOTE. MAKER AND PAYEE ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE WAIVERS
ARE MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE. MAKER AND PAYEE AGREE THAT ALL SUCH CLAIMS
SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.


 


{signature page follows}


 




    	 	Ex A-5	 



     


    

  


IN WITNESS WHEREOF,
and intending to be legally bound hereby Maker executes this Note under seal as of the date first written above.


 


	WITTNESS/ATTEST	 	PHIBRO ANIMAL HEALTH CORPORATION
	 	 	 	 	 
	 	 	By:	                  
	Name:	                     	 	Name: Larry L. Miller
	 	 	 	Title: Chief Operating Officer


 


[Signature Page to 2019 Promissory Note]


 




    	 	Ex A-6	 



     


    




 


Exhibit B


 


Section 2.2. Amendment


 


Section 2.2Purchase Price.


 


(a)        In
consideration of the sale, assignment, transfer, conveyance, and delivery of the Purchased Assets, Purchaser shall, in full payment
for the foregoing:


 


(i)   pay an amount equal to
Five Million Dollars ($5,000,000) (the “Initial Payment”) upon the completion of the following, to the satisfaction
of Purchaser:


 


(A)       delivery
of an opinion of Gislason & Hunter LLP, counsel to Seller, in substantially the form set forth as Exhibit 2.2(a)(i)(A);


 


(B)       delivery
of evidence satisfactory to Purchaser that Marks has obtained a full and total release, in form and substance satisfactory to Purchaser
in its sole discretion, from any and all claims of any other shareholder of Seller relating to his or her ownership of the Purchased
Assets or shareholding interest in the Company;


 


(C)       evidence
satisfactory to Purchaser of the assignment to Purchaser of the Existing Manufacturer Agreement (as defined in the Collaboration
Agreement) and sublicense to Purchaser of the [*****] License Agreement, and confirmation that no action has been taken to terminate
or modify such agreements;


 


D)        a
certificate executed by Marks individually (to the best of his knowledge after due investigation) and by Seller as to the accuracy
of its representations and warranties as of the date of this Agreement;


 


(E)       a
certificate of the Secretary of Seller (a) certifying, as complete and accurate as of the date of this Agreement, attached copies
of the governing documents of Seller, (b) certifying and attaching all requisite resolutions or actions of Seller’s board
of directors and its shareholders approving the execution and delivery of this Agreement, and the consummation of the transactions
contemplated herein, and (c) certifying to the incumbency and signatures of the officers of Seller executing this Agreement and
the other Transaction Documents that are required to be executed on or prior to such date;


 


(F)       the
License Agreement executed by Purchaser;


 


(G)       the
Collaboration Agreement executed by Purchaser;


 




    	 	Ex B-1	 



     


    

 


(H)       the
Company Security Agreement executed by Purchaser and all other instruments and documents required pursuant to the terms of the
Company Security Agreement;


 


(I)        the
Key Employee Side Letters executed by Marks and Kim, respectively; and


 


(J)        evidence
that all outstanding financing statements or other Encumbrances of record affecting the Purchased Assets have been satisfied and
discharged or are being satisfied and discharged simultaneously with such payment; plus


 


(ii)   at
Closing, pay an amount calculated as follows (the “Closing Payment,” as it may be adjusted as hereinafter provided,
together with the Initial Payment, the “Purchase Price”):


 


(A)       the
Closing Payment shall be equal to $12,775,000.


 


(B)       Purchaser
shall be entitled to deduct the accumulated Deficit Amount as of the Closing Date from any Earn-Out payable to Seller pursuant
to Section 2.2(c) below and from any amounts remaining in the Joint Reserve Fund provided for in Section 4.2 of the Collaboration
Agreement prior to distribution to the parties at the end of the two (2)-year period after the Closing described therein.


 


In addition to payment
of the Closing Payment, Purchaser shall, effective upon the Closing, assume the Assumed Liabilities specifically described in Section
2.3 as being assumed herein:


 


(iii)  Repayment of Initial
Payment. The Initial Payment shall be non-refundable to Purchaser except in the case of fraud or knowing misrepresentation
by Seller or one of its shareholders. Upon a finding by a trier of fact of fraud or knowing misrepresentation by Seller or one
of its shareholders, the Initial Payment shall be fully refundable by Seller to Purchaser immediately upon demand.


 


(b)       At
Closing, Purchaser shall pay Seller an amount equal to the Closing Payment minus any Undisclosed Liabilities, if any, and
minus any amount permitted pursuant to Section 7.9 and Section 10.4, which payment shall be made to Seller at Closing, as
follows:


 


(i)         [*****]
in cash (or other immediately available funds), by wire transfer, payable to the Seller; and


 


(ii)        delivery
of the 2019 Note.


 


(c)        In
addition to the Purchase Price, Seller shall be entitled to additional compensation (the “Earn-Out”) described
below from and after the Closing Date through December 31, 2030 (such period being the “Earn-Out Period”). The
Earn-Out shall be equal to [*****] of the Net Sales of Earn-Out Products in each country in the North American Territory


 




    	 	Ex B-2	 



     


    

 


during each calendar quarter
of the Earn-Out Period and [*****]of the Net Sales of Earn-Out Products in each country outside the North American Territory during
each calendar quarter of the Earn-Out Period. Purchaser shall make payments of Earn-Out (“Earn-Out Payments”)
to Seller on a quarterly basis in arrears within fifteen (15) days after the end of each calendar quarter together with statement
and calculation of the amount due. Earn-out Payments shall be subject to set-off as provided for in Section 10.6 hereof.


 




    	 	Ex B-3	 



     


    




Exhibit C


 


Allocation


 


The parties agree that Schedule 2.4 of the IPPA shall be amended
and restated as follows:


 


[*****]


 




    	 	Ex C-1	 



     


    

 


Exhibit
D


 


Updated Disclosure Schedules


 




    	 	Ex D-1