Exhibit 10.30





 


EXCHANGE AGREEMENT


 


This Exchange Agreement,
dated as of April [●], 2014 (this "Agreement"), is by and between BFI Co., LLC, a Delaware limited liability
company (the “BFI”), and Phibro Animal Health Corporation, a Delaware corporation (the "Company"),
and acknowledged by Mayflower Limited Partnership, a limited partnership registered in Jersey, Channel Islands (registered no.
LP282) (“Mayflower”).


 


WHEREAS, the BFI owns [●]
shares (collectively, the “BFI Shares”) of the Class A Common Stock, par value $0.0001, of the Company (the “Class
A Common Stock”);


 


WHEREAS, Mayflower owns [●]
shares of Class A Common Stock of the Company, which, together with the BFI Shares, represent 100% of the issued and outstanding
capital stock of the Company;


 


WHEREAS, on and subject to
the terms and conditions set forth in this Agreement, BFI desires to contribute, assign, transfer and convey to the Company, and
the Company desires to acquire and accept from BFI, all of BFI’s rights, title and interests in and to the BFI Shares, free
and clear of any lien, tax, claim, charge, encumbrance, mortgage, pledge, security interest, restriction on transfer, preemptive
right, voting agreement of any kind or nature or any similar restrictions or limitations (each an “Encumbrance”),
other than restrictions on transfers imposed by federal or state securities laws, in exchange for [●] shares of Class B Common
Stock, par value $0.0001 per share, of the Company (collectively, the “Class B Shares”).


 


NOW, THEREFORE, in consideration
of the mutual covenants herein set forth, the parties hereby agree as follows:


 


1.            Exchange;
Closing.


 


1.1.         Exchange
of BFI Shares.


 


(a)          Upon
the terms and provisions set forth in this Agreement, on the Closing Date (as defined below) the BFI hereby agrees to contribute,
assign, transfer and convey to the Company, and the Company agrees to acquire and accept from BFI, all of BFI's rights, title and
interests in and to all of the BFI Shares, free and clear of all Encumbrances, and, in exchange therefor, the Company hereby agrees
to issue to BFI on the Closing Date the Class B Shares (the foregoing transactions, collectively, the “Exchange”).


 


(b)          The
Exchange shall be consummated as follows:


 


(1)         
On the Closing Date, immediately prior to the issuance of the Class B Shares by the Company, (i) if any of the BFI Shares have
been certificated, BFI shall surrender to the Company stock certificates representing the BFI Shares, duly endorsed in blank for
transfer, and (ii) BFI shall deliver to the Company a stock power in the form of Exhibit A hereto (the “BFI Stock Power”),
to effect the contribution, assignment and transfer of the BFI Shares to the Company.


 




    	 



    	 



    

 


(2)         On
the Closing Date, upon the receipt of the BFI Shares (and, if applicable, such stock certificates), the Company shall: (i) issue
to BFI the Class B Shares and, if such shares are to be certificated, deliver to BFI certificates representing such Class B Shares,
and (ii) enter, or cause to be entered, such issuance into the record books of the Company evidencing BFI’s ownership of
the Class B Shares.


 


1.2.          Closing
Date.   Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transactions set forth in
Section 1.1 above (the "Closing") shall take place on April [●], 2014, or such other date as BFI and the
Company shall mutually agree (such date, the “Closing Date”).


 


2.            Representations,
Warranties and Covenants of the Company.   The Company hereby represents, warrants and covenants to BFI as follows:


 


(a)          The
Company has the requisite power and authority to execute and deliver the Company Stock Power and this Agreement, and to perform
its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Company Stock Power by the Company
and the consummation by the Company of the Exchange has been duly authorized by all requisite corporate action on the part of the
Company and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Exchange.


 


(b)          This
Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company,
except that the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity). The execution, delivery, and performance of this Agreement by the Company (including
the issuance of the Class B Shares pursuant to the terms hereof) does not and will not conflict with, violate, or cause a breach
of any agreement, contract, or instrument to which the Company is a party or any judgment, order, or decree to which the Company
is subject, or otherwise require the consent or approval of any other Person that has not been obtained, in each case, except as
would not have a material adverse effect on the Company or the transactions contemplated hereby. For purposes of this Agreement,
"Person" means any individual, partnership, corporation, association, limited liability company, joint stock company,
trust, joint venture, unincorporated organization or any other entity (including any governmental entity or any department, agency
or political subdivision thereof).


 


(c)          Upon
issuance, the Class B Shares shall be validly issued, fully paid and non-assessable, and free and clear of all Encumbrances, other
than restrictions on transfers imposed by federal or state securities laws.


 


3.            Representations
and Warranties of BFI.   BFI hereby represents and consents to the Company as follows:


 


(a)          BFI
has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.


 




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(b)          This
Agreement and the BFI Stock Power have been duly executed and delivered by BFI and constitute the legal, valid and binding obligations
of BFI, except that the enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or in equity). The execution, delivery, and performance of this
Agreement by BFI (including the contribution of the BFI Shares pursuant to the terms hereof) does not and will not conflict with,
violate, or cause a breach of any agreement, contract, or instrument to which BFI is a party or any judgment, order, or decree
to which BFI is subject, or otherwise require the consent or approval of any other Person that has not been obtained.


 


(c)          BFI
is the sole beneficial and record owner of the BFI Shares being exchanged by BFI hereunder; and BFI will deliver to the Company
good and valid title to all of the BFI Shares, free and clear of all Encumbrances (other than those arising under federal and state
securities and “blue sky” laws).


 


(d)          The
Class B Shares to be acquired by BFI pursuant to this Agreement will be acquired for BFI's own account and not with a view to,
or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"),
any applicable state securities laws, and such Class B Shares will not be disposed of in contravention of any such laws or agreements.


 


(e)          BFI
is an "accredited investor" as defined in Regulation D under the Securities Act. BFI understands that the Class B Shares
are subject to transfer restrictions under federal and state securities laws and have not been registered under the Securities
Act or any other applicable securities laws. BFI understands that the Class B shares issued hereunder will bear the legend set
forth on Schedule A hereto.


 


4.             General.


 


4.1.          Amendments
and Waivers.    The provisions of this Agreement may not be amended, modified, supplemented or terminated, and waivers or consents
to departures from the provisions hereof may not be given, without the written consent of BFI and the Company.


 


4.2.          Notices.
  All notices and other communications provided for or permitted hereunder to any party shall be deemed to be sufficient if contained
in a written instrument and shall be deemed to have been duly given when delivered in person, by facsimile, by nationally-recognized
overnight courier, or by first class registered or certified mail, postage prepaid, addressed to such party at the address set
forth below or such other address as may hereafter be designated in writing by the addressee as follows:


 




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If to BFI, to:



BFI Co., LLC

Glenpointe Centre East, 3rd Fl

300 Frank W. Burr Blvd., Ste 21

Teaneck, NJ 07666-6712

Telephone: (201) 329-7300

Facsimile: [●]






If to the Company, to:



Phibro Animal Health Corporation

Glenpointe Centre East, 3rd Fl

300 Frank W. Burr Blvd., Ste 21


Teaneck, NJ 07666-6712

Attention: Thomas Dagger

Telephone: (201) 329-7370

Facsimile: (201) 329-7041


 


All such notices, requests,
consents and other communications shall be deemed to have been delivered (i) in the case of personal delivery, on the date of such
delivery, (ii) in the case of nationally-recognized overnight courier, on the next business day and (iii) in the case of mailing,
on the third business day following such mailing if sent by certified mail, return receipt requested.


 


4.3.          Successors
and Assigns.   This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
successors and assigns, but shall not be assignable by any party without the written consent of the other party.


 


4.4.          Parties
in Interest.   This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing
herein expressed or implied shall give or be construed to give any Person, other than the parties hereto and such permitted successors
and assigns, any legal or equitable rights hereunder. Nothing herein shall be construed to be to the benefit of or enforceable
by any Person that is not a party hereto including any creditor of the Company.


 


4.5.          No
Assignment.   This Agreement is not assignable by the Company (by operation of law or otherwise) without the prior written consent
of BFI.


 


4.6.          Counterparts.
  This Agreement may be executed in two or more counterparts, each of which, when so executed and delivered, shall be deemed to be
an original, but all of which counterparts, taken together, shall constitute one and the same instrument.


 





4.7.          Descriptive
Headings, Etc.   The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning of terms contained herein. Unless the context of this Agreement otherwise requires: (i) words of either


 




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gender shall be deemed to
include the other gender; (ii) words using the singular or plural number shall also include the plural or singular number, respectively;
(iii) the words "hereof", "herein" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph
references are to the Sections and paragraphs of this Agreement unless otherwise specified; (iv) the word "including"
and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise
specified; and (v) "or" is not exclusive.


 


4.8.          Governing
Law.   This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without
reference to its choice of law rules).


 


4.9.          Consent
to Jurisdiction.   Each of the parties hereto hereby irrevocably and unconditionally agrees that any action, suit or proceeding,
at law or equity, arising out of or relating to this Agreement or any agreements or transactions contemplated hereby shall only
be brought in any federal court of the Southern District of New York or any state court located in New York County, State of New
York, and hereby irrevocably and unconditionally expressly submits to the personal jurisdiction and venue of such courts for the
purposes thereof and hereby irrevocably and unconditionally waives (by way of motion, as a defense or otherwise) any and all jurisdictional,
venue and convenience objections or defenses that such party may have in such action, suit or proceeding. Each party hereby irrevocably
and unconditionally consents to the service of process of any of the aforementioned courts. Nothing herein contained shall be deemed
to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed
against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant
to this Section 4.9.


 


4.10.        Survival.
  The representations and warranties given or made in this Agreement shall survive until sixty (60) days after the expiration of
the applicable statute of limitations and shall thereafter terminate and be of no further force or effect.


 


4.11.        Waiver
of Jury Trial.   EACH OF THE SELLER AND THE COMPANY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN
ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE NOTE OR THE VALIDITY,
INTERPRETATION OR ENFORCEMENT HEREOF OR THEREOF.


 


4.12.        Entire
Agreement.   This Agreement together with the Note and the Guaranty and related documents and instruments are intended by the
parties as a final expression of their agreement and are intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings relating to such subject matter, other than those set forth or referred to herein and therein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 




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4.13.        Severability.
  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held
to be prohibited by, illegal or unenforceable under applicable law or rule in any respect by a court of competent jurisdiction,
such provision shall be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating
the remainder of such provision or the remaining provisions of this Agreement.


 


4.14.        Further
Assurances.   Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


4.15.        Construction.
  Each party hereto acknowledges that it has had the benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by BFI and the
Company.


 


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Signature page follows.]





 




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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	SELLER	 
	 	 	 	 
	 	BFI Co., LLC	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Its:	 	 
	 	 	 	 
	 	COMPANY	 	 
	 	 	 	 
	 	Phibro animal health Corporation,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Its:	 	 


 


Acknowledge and Accepted:


 


Mayflower Limited Partnership,


acting by its manager, 3i Investments plc






By:__________________


Authorized Signatory


  




    	 



    	 



    

 


Schedule A


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.


  




    	 



    	 



    

 


Exhibit A


 


BFI Stock Power