Exhibit
4.12


 


TERMINATION
OF Consultancy 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”) and 3i Investments
PLC, an England and Wales corporation (the “Consultant”), and shall be effective as of the date of the closing
of the Company’s initial public offering (the “Termination Date”).


 


WHEREAS, the
Company and the Consultant are parties to that certain Consultancy Agreement, dated March 31, 2008, as amended, by and among the
Company and the Consultant (the “Consultancy Agreement”);


 


WHEREAS, subject
to and in accordance with the terms of this Termination Agreement, the Company and the Consultant desire to terminate the Consultancy
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 Consultancy Agreement, including but not limited to, the confidentiality
provisions of Section 9, the Consultant and the Company hereby agree that the Consultancy Agreement shall terminate as of the Termination
Date. Upon the termination of the Consultancy Agreement, neither the Company nor the Consultant will have any further rights, obligations
or continuing liabilities under the Consultancy Agreement.


 


2.         As of the date
hereof, each of the Company and the Consultant 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 party to this Agreement and
the other party's officers, directors, employees, agents, representatives, successors and assigns, whether known or unknown, arising
out of or relating to the Consultancy 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 jurisdiction) that would cause the application of the law of any jurisdiction other
than the State of New York.


 




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4.         The Company and the Consultant 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.


 


	 	3i Investments plc
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 
	 	Phibro Animal Health CORPORATION,
	 	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 


[Signature Page to Termination Agreement
(Consultancy Agreement)]