Exhibit 4.10


 


TERMINATION
OF Stockholders AGREEMENT


 


This Termination Agreement
(this “Termination Agreement”) is entered into as of [●], 2014, by and among Phibro Animal Health
Corporation, a Delaware corporation (the “Company”), the holders of shares of the Common Stock, par value $0.0001
per share (the “Common Stock”), of the Company set forth on Schedule A hereto (the “Stockholders”)
and Jack C. Bendheim, and shall be effective as of the date of the closing of the Company’s initial public offering (the
“Termination Date”).


 


WHEREAS, the
Company, the Stockholders and Jack C. Bendheim are parties to that certain Stockholders Agreement, dated March 12, 2008, including
all addendums thereto (the “Stockholders Agreement”);


 


WHEREAS, Stockholders
Agreement may be terminated by the mutual written consent of the Stockholders.


 


WHEREAS, subject
to and in accordance with the terms of this Termination Agreement, the Company and the Stockholders desire to terminate the Stockholders
Agreement.


 


NOW, THEREFORE,
in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.          Except
for those provisions that, by their terms, expressly survive the termination of the Stockholders Agreement, including but not limited
to, the board rights described within Article VI, the Stockholders and the Company hereby agree that the Stockholders Agreement
shall terminate as of the Termination Date. Upon the termination of the Stockholders Agreement, none of the Company, the Stockholders
or Jack C. Bendheim will have any further rights, obligations or continuing liabilities under the Stockholders Agreement.


 


2.          As
of the date hereof, each of the Company, the Stockholders and Jack C. Bendheim hereby irrevocably releases and waives any and all
past or present claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs incurred) of whatsoever kind or nature,
whether at law or in equity, matured or unmatured, known or unknown, contingent or liquidated or otherwise, that it has against
the other parties to this Agreement and the other parties’ officers, directors, employees, agents, representatives, successors
and assigns, whether known or unknown, arising out of or relating to the Stockholders Agreement.


 


3.          This
Termination Agreement constitutes the complete agreement of the parties as of the date hereof with respect to the subject matter
hereof, supersedes all prior understandings, agreements and understandings between the parties, whether written or oral, and cannot
be changed or terminated except by an instrument in writing signed by both parties. The rights and obligations of the parties under
this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New York or any other


 




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jurisdiction) that would cause the application
of the law of any jurisdiction other than the State of New York.


 


4.          The
Company and the Stockholders agree to perform any further acts and to execute and deliver any further documentation which may be
reasonably necessary to carry out the provisions of this Termination Agreement.


 


5.          This
Termination Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which when taken together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first set forth above.


 


	 	The Company:
	 	 
	 	Phibro Animal Health CORPORATION, 
	 	 	a New York corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 
	 	The Stockholders:
	 	 
	 	BFI Co., LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 
	 	MAYFLOWER LIMITED PARTNERSHIP
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 
	 	Jack C. Bendheim
	 	 	 
	 	By:	 
	 	Name:	  Jack C. Bendheim


 


[Signature Page to Termination Agreement
(Stockholders Agreement)] 


 




    	 



    	 



    

 


Schedule
A


 


Stockholders


 


	Name	 	Type of Security	 	Number of
    Shares
	 	 	 	 	 
	Mayflower Limited Partnership	 	Common Shares	 	20,610,000
	 	 	 	 	 
	BFI Co., LLC	 	Common Shares	 	48,300,000