Exhibit 10.32


INDEMNIFICATION
AGREEMENT


This Indemnification
Agreement (this “Agreement”) is made as of __________, 2014, by and between Phibro Animal Health Corporation,
a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries,
and __________, an individual (“Indemnitee”).


RECITALS:


WHEREAS,
directors, officers, employees, controlling persons, fiduciaries and other agents (“Representatives”) in service
to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to,
among other things, matters that traditionally would have been brought only against the corporation or business enterprise itself;


WHEREAS,
highly competent persons have become more reluctant to serve as Representative unless they are provided with adequate protection
through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation or business enterprise;


WHEREAS,
the Board of Directors of the Corporation (the “Board”) has determined that the increased difficulty in attracting
and retaining highly competent persons is detrimental to the best interests of the Corporation and its stockholders and that the
Corporation should act to assure such persons that there will be increased certainty of protection against inordinate risks of
claims and actions against them arising out of their service to and activities on behalf of the Corporation;


WHEREAS,
(a) the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)
requires indemnification of the officers and directors of the Corporation, (b) Indemnitee may also be entitled to indemnification
pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (c) the Certificate of Incorporation
and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate
that contracts may be entered into between the Corporation and its Representatives with respect to indemnification;


WHEREAS,
this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and the Bylaws and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder,
and


WHEREAS,
(a) Indemnitee does not regard the protection available under the Certificate of Incorporation, Bylaws and insurance as adequate
in the present circumstances, (b) Indemnitee may not be willing to serve or continue to serve as a Representative without adequate
protection, (c) the Corporation desires Indemnitee to serve in such capacity and (d) Indemnitee is willing to serve, continue to
serve and to take on additional service for or on behalf of the Corporation on the condition that [he/she] be so indemnified.


AGREEMENT:


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree
as follows:


Section
1.                
Definitions.


(a)               
As used in this Agreement:




    	 



    	 



    

“Agreement”
shall have the meaning ascribed to such term in the Preamble hereto.


“Board”
shall have the meaning ascribed to such term in the Recitals hereto.


“Bylaws”
shall mean the Amended and Restated Bylaws of the Corporation.


“Certificate
of Incorporation” shall have the meaning ascribed to such term in the Recitals hereto.


“Corporate
Status” describes the status of an individual who is or was a Representative of an Enterprise.


“Corporation”
shall have the meaning ascribed to such term in the Preamble hereto.


“DGCL”
shall have the meaning ascribed to such term in the Recitals hereto.


“Enterprise”
shall mean the Corporation and any other Person, employee benefit plan, joint venture or other enterprise of which Indemnitee is
or was serving at the request of the Corporation as a Representative.


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


“Expenses”
shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in,
a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting
from, incurred by Indemnitee in connection with, arising out of, in respect of or relating to, any Proceeding, including, without
limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its
equivalent, (ii) for purposes of Section 11(d) only, expenses incurred by Indemnitee in connection with the interpretation, enforcement
or defense of Indemnitee's rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign
taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (on a grossed up basis)
and (iv) any interest, assessments or other charges in respect of the foregoing.


“Indemnitee”
shall have the meaning ascribed to such term in the Preamble hereto.


“Indemnity
Obligations” shall mean all obligations of the Corporation to Indemnitee under this Agreement, including, without limitation,
the Corporation’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


“Independent
Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five (5) years has been, retained to represent: (i) the Corporation or Indemnitee in any matter




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material to either such party (other
than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification; provided, however,
that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to
determine Indemnitee's rights under this Agreement.


“Liabilities”
shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection
with, arising out of, in respect of or relating to or occurring as a direct or indirect consequence of any Proceeding, including,
without limitation, amounts paid in whole or partial settlement of any Proceeding, all Expenses in complying with any judgment,
order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree
entered into or issued in settlement of any Proceeding, and any consequential damages resulting from any Proceeding or the settlement,
judgment, or result thereof.


“Person”
shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency
or body or any other legal entity.


“Proceeding”
shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal
or informal hearing, inquiry or investigation, litigation, administrative hearing or any other actual, threatened or completed
judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act
of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right
of the Corporation or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee
was, is or will be, or is threatened to be, involved as a party or witness or otherwise involved, affected or injured (i) by reason
of the fact that Indemnitee is or was a Representative of the Corporation, (ii) by reason of any actual or alleged action taken
by Indemnitee or of any action on Indemnitee’s part while acting as Representative of the Corporation or (iii) by reason
of the fact that Indemnitee is or was serving at the request of the Corporation as a Representative of another Person, whether
or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement
of Expenses can be provided under this Agreement.


“Representative”
shall have the meaning ascribed to such term in the Preamble hereto.


“Shareholder
Entities” shall mean BFI Co., LLC (“BFI”) or any other Person controlling, controlled by or under common
control with BFI; provided, however, that neither the Corporation nor any of its subsidiaries shall be considered
Shareholder Entities hereunder.


“Submission
Date” shall have the meaning ascribed to such term in Section 9(b).


(b)              
For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any
employee benefit plan; references to “serving at the request of the Corporation” shall include, without limitation,
any service as a Representative of the Corporation which imposes duties on, or involves services by, such Representative with respect
to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and




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in a manner he reasonably believed
to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in
manner “not opposed to the best interests of the Corporation” as referred to in this Agreement.


Section
2.                
Indemnity in Third-Party Proceedings. The Corporation shall indemnify and hold harmless Indemnitee, to the
fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or
on Indemnitee’s behalf in connection with or as a consequence of any Proceeding (other than any Proceeding brought by or
in the right of the Corporation to procure a judgment in its favor which shall be governed by the provisions set forth in Section
3 below) or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe that his conduct was unlawful. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has
acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet
the standard or conduct required for indemnification in this Section 2.


Section
3.                
Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold
harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered
or incurred by Indemnitee or on Indemnitee’s behalf in connection with or as a consequence of any Proceeding brought by
or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the Corporation. No indemnification
for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court
of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.
For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness
shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification
in this Section 3.


Section
4.                
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions
of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, to the extent that (a) Indemnitee
is a party to (or a participant in) any Proceeding, (b) the Corporation is not permitted by applicable law to indemnify Indemnitee
with respect to any claim brought in such Proceeding if such claim is asserted successfully against Indemnitee and (c) Indemnitee
is not wholly successful in such Proceeding, but is successful, on the merits or otherwise (including, without limitation, settlement
thereof), as to one or more but less than all claims, issues or matters in such Proceeding, then the Corporation shall indemnify
Indemnitee, to the fullest extent permitted by applicable law, against all Liabilities and Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf, in connection with or as a consequence of each successfully resolved claim, issue
or matter. For purposes of this Section 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by settlement, entry of a plea of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


Section
5.                
Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is
not a party, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Liabilities and Expenses
suffered or incurred by him or on his behalf in connection therewith.





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Section
6.                
Additional Indemnification. Notwithstanding any limitation in Sections 2, 3 or 4, the Corporation shall indemnify
Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to, or threatened to be made a party to,
any Proceeding (including, without limitation, a Proceeding by or in the right of the Corporation to procure a judgment in its
favor), against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding:


(a)               
to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification
by agreement, or the corresponding provision of any amendment to, or replacement of, the DGCL, and


(b)              
to the fullest extent authorized or permitted by any amendments to, or replacements of, the DGCL adopted after the
date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.


Section
7.                
Advances of Expenses. In furtherance of the requirement of Article Eight of the Bylaws and notwithstanding
any provision of this Agreement to the contrary, the Corporation shall advance, to the fullest extent permitted by law, Expenses
incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within ten (10) days after the receipt
by the Corporation of a statement or statements requesting such advances from time to time, whether prior to, or after, final
disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's
ability to repay Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions
of this Agreement. Advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement,
including, without limitation, Expenses incurred preparing and forwarding statements to the Corporation to support the advances
claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Corporation of this Agreement, which shall
constitute an undertaking, providing that Indemnitee undertakes to repay the advance to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Corporation.


Section
8.                
Procedure for Notification and Defense of Claim.


(a)               
Indemnitee shall notify the Corporation in writing of any Proceeding with respect to which Indemnitee intends to
seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee
of written notice thereof. The written notification to the Corporation shall include a description of the nature of the Proceeding
and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Corporation
a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition
of such Proceeding. Any delay or failure by Indemnitee to notify the Corporation hereunder will not relieve the Corporation from
any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so
notifying the Corporation shall not constitute a waiver by Indemnitee of any rights under this Agreement.


(b)              
In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding,
Indemnitee may, at Indemnitee’s option, (i) retain legal counsel selected by Indemnitee and approved by the Corporation (which
approval shall not to be unreasonably withheld, conditioned or delayed) to defend Indemnitee in such Proceeding, at the sole expense
of the Corporation or (ii) have the Corporation assume the defense of Indemnitee in the Proceeding, in which case the Corporation
shall assume the defense of such Proceeding with




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legal counsel selected by the
Corporation and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10)
days of the Corporation’s receipt of written notice of Indemnitee’s election to cause the Corporation to do so. If
the Corporation is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and shall
be solely responsible for all Expenses of such legal counsel and otherwise of such defense. Such legal counsel may represent both
Indemnitee and the Corporation (and/or any other party or parties entitled to be indemnified by the Corporation with respect to
such matter) unless, in the reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee
and the Corporation (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available
to the Corporation (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for
defense of a Proceeding, each party shall have the right to engage separate legal counsel at its own expense. The party having
responsibility for defense of a Proceeding shall provide the other party and its legal counsel with all copies of pleadings and
material correspondence relating to the Proceeding. Indemnitee and the Corporation shall reasonably cooperate in the defense of
any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Corporation or Indemnitee assumes
the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Corporation
(which consent shall not be unreasonably withheld, conditioned or delayed). The Corporation may not settle or compromise any proceeding
without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed).


Section
9.                
Procedure Upon Application for Indemnification.


(a)               
Upon written request by Indemnitee for indemnification pursuant to Section 8(a), the Corporation shall advance Expenses
necessary to defend against a Claim pursuant to Section 7 hereof. If any determination by the Corporation is required by applicable
law with respect to Indemnitee's ultimate entitlement to indemnification, such determination shall be made (i) if Indemnitee
shall request such determination be made by the Independent Counsel, by the Independent Counsel and (ii) in all other circumstances
in any manner permitted by the DGCL. Indemnitee shall cooperate with the Person(s) making such determination with respect to Indemnitee's
entitlement to indemnification, including, without limitation, providing to such Person(s), upon reasonable advance request, any
documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the Person(s)
making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Corporation will
not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s
entitlement to such indemnification described in this Section 9(a) has been made. The Corporation agrees to pay Expenses of the
Independent Counsel referred to above and to fully indemnify the Independent Counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


(b)              
In the event that the determination of entitlement to indemnification is to be made by the Independent Counsel pursuant
to Section 9(a) hereof, (i) the Independent Counsel shall be selected by the Corporation within ten (10) days of the Submission
Date, (ii) the Corporation shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected
and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Corporation
Indemnitee’s written objection to such




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selection. Absent a timely objection,
the Person so selected shall act as the Independent Counsel. If a timely objection is made by Indemnitee, the Person so selected
may not serve as the Independent Counsel unless and until such objection is withdrawn. If no Independent Counsel shall have been
selected (whether due to a failure of the Corporation to appoint such Independent Counsel, an un-withdrawn objection from Indemnitee
with respect to the person so appointed or otherwise) before the later of (i) thirty (30) days after the submission by Indemnitee
of a written request for indemnification pursuant to Section 9(a) hereof (the date of such submission, the “Submission
Date”) and (ii) ten (10) days after the final disposition of the Proceeding for which indemnity is sought, then (x) each
of the Corporation and Indemnitee shall select a Person meeting the qualifications to serve as the Independent Counsel and (y)
such Persons shall (collectively) select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 11(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).


Section
10.            
Presumptions and Effect of Certain Proceedings.


(a)               
In making a determination with respect to entitlement to indemnification hereunder, the Person(s) making such determination
shall, to the fullest extent permitted by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Corporation shall, to the
fullest extent permitted by law, have the burden of proof to overcome that presumption in connection with the making by any Person(s)
of any determination contrary to that presumption. Neither the failure of the Corporation (including, without limitation, by its
directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation (including, without limitation, by its directors or independent legal counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


(b)              
Subject to Section 11(e), if the Person(s) empowered or selected under Section 9 hereof to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Corporation of the
request therefore, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law,
be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification
under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not
to exceed an additional thirty (30) days, if (i) the determination is to be made by the Independent Counsel and Indemnitee objects
to the Corporation’s selection of the Independent Counsel and (ii) the Independent Counsel ultimately selected requires such
additional time for the obtaining or evaluating of documentation and/or information relating thereto.


(c)               
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement)
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to
any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.




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(d)              
 Effect of Settlement. To the fullest extent permitted by law, settlement of any Proceeding without any finding
of responsibility, wrongdoing or guilt on the part of Indemnitee with respect to claims asserted in such Proceeding shall constitute
a conclusive determination that Indemnitee is entitled to indemnification hereunder with respect to such Proceeding.


(e)               
Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee's action is based on the records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, or on information or records given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 10(e)
shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met
the applicable standard of conduct set forth in this Agreement.


(f)               
Actions of Others. The knowledge and/or actions, or failure to act, of any Representative (other than Indemnitee)
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


Section
11.                
Remedies of Indemnitee.


(a)               
Subject to Section 11(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
9(a) of this Agreement within ninety (90) days after the Submission Date, (iv) payment of indemnification is not made pursuant
to Section 4, 5 or 9(a) of this Agreement within ten (10) days after receipt by the Corporation of a written request therefore,
(v) payment of indemnification pursuant to Section 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification or (vi) in the event that the Corporation or any other person takes
or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or
Proceeding designed to deny, or to recover from, Indemnitee, the benefits provided or intended to be provided to Indemnitee hereunder,
Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification and/or advancement
of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Corporation shall not oppose
Indemnitee's right to seek any such adjudication or award in arbitration.


(b)              
In the event that a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 11 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 11, the Corporation shall have
the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


(c)               
If a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is entitled to
indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 11,




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absent (i) a misstatement by the
Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


(d)              
The Corporation shall, to the fullest extent permitted by law, be precluded from asserting in any judicial proceeding
or arbitration commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions
of this Agreement. It is the intent of the Corporation that Indemnitee not be required to incur legal fees or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement by litigation or otherwise because
the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. In
addition, the Corporation shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (within
ten (10) days after receipt by the Corporation of a written request therefore) advance, to the fullest extent permitted by law,
such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Corporation under this Agreement or under any directors' and officers' liability insurance policies
maintained by the Corporation, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be.


(e)               
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification
under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that,
in absence of any such determination with respect to such Proceeding, the Corporation shall pay Liabilities and advance Expenses
with respect to such Proceeding as if Indemnitee had been determined to be entitled to indemnification and advancement of Expenses
with respect to such Proceeding.


Section
12.            
Non-Exclusivity; Survival of Rights; Insurance; Subrogation.


(a)               
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation,
the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise. No amendment, alteration or repeal of
this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any
action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.
To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Certificate of Incorporation, the Bylaws and/or this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No
right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.


(b)              
The Corporation hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses
and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (including, without limitation,
any




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Shareholder Entity). The Corporation
hereby acknowledges and agrees that (i) the Corporation shall be the indemnitor of first resort with respect to any Proceeding,
Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Corporation shall be primarily liable for
all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter
that is the subject of Indemnity Obligations, whether created by law, organizational or constituent documents, contract (including,
without limitation, this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be
associated (including, without limitation, any Shareholder Entity) to indemnify Indemnitee and/or advance Expenses to Indemnitee
in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be
required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard
to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, without
limitation, any Shareholder Entity) or insurer of any such Person and (v) the Corporation irrevocably waives, relinquishes and
releases any other Person with whom or which Indemnitee may be associated (including, without limitation, any Shareholder Entity)
from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.
In the event that any other Person with whom or which Indemnitee may be associated (including, without limitation, any Shareholder
Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed
by the Corporation or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation
against the Corporation or its insurer or insurers for all amounts so paid which would otherwise be payable by the Corporation
or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation of the Corporation under this
Agreement by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Shareholder Entity)
or their insurers, affect the obligations of the Corporation hereunder or shift primary liability for any Indemnity Obligation
to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Shareholder Entity). Any
indemnification and/or insurance or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated
(including, without limitation, any Shareholder Entity), with respect to any liability arising as a result of Indemnitee’s
Corporate Status or capacity as an officer or director of any Person, is specifically in excess of any Indemnity Obligation of
the Corporation or valid and any collectible insurance (including, without limitation, any malpractice insurance or professional
errors and omissions insurance) provided by the Corporation under this Agreement, and any obligation to provide indemnification
and/or insurance or advance Expenses provided by any other Person with whom or which Indemnitee may be associated (including, without
limitation, any Shareholder Entity) shall be reduced by any amount that Indemnitee collects from the Corporation as an indemnification
payment or advancement of Expenses pursuant to this Agreement.


(c)               
To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for Representatives
of the Corporation or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such Representative under such policy or policies. If, at the
time of the receipt of a notice of a claim pursuant to the terms hereof, the Corporation maintains an insurance policy or policies
providing liability insurance for Representatives of the Corporation or of any other Enterprise, the Corporation shall give prompt
notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policy
or policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.




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(d)              
 In the event of any payment under this Agreement, the Corporation shall not be subrogated to, and hereby waives
any rights to be subrogated to, any rights of recovery of Indemnitee, including, without limitation, rights of indemnification
provided to Indemnitee from any other Person or entity with whom Indemnitee may be associated (including, without limitation, any
Shareholder Entity) as well as any rights to contribution that might otherwise exist; provided, however, that the
Corporation shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies
of the Corporation or any of its subsidiaries.


(e)               
The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless
of any investigation made by or on behalf of Indemnitee.


Section
13.            
Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the
latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Representative of the Corporation
or any other Enterprise and (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant
to Section 11 of this Agreement relating thereto. This Agreement shall be binding upon the Corporation and its successors and
assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement
shall not be deemed an employment contract between the Corporation (or any of its subsidiaries or any Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that Indemnitee's employment with the Corporation (or any of its subsidiaries or any Enterprise),
if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise
provided in any written employment contract between Indemnitee and the Corporation (or any of its subsidiaries or any Enterprise),
other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Representative of the Corporation,
by the Certificate of Incorporation, Bylaws and the DGCL.


Section
14.            
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


Section
15.            
Enforcement.


(a)               
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a Representative of the Corporation, and the Corporation acknowledges
that Indemnitee is relying upon this Agreement in serving as a Representative of the Corporation.


(b)              
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the
subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate
of




    	11



    	 



    

Incorporation, the Bylaws and
applicable law, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder.


Section
16.            
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. The failure of any party
to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect
the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


Section
17.            
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business
day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom
said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation
that such transmission has been received:


(a)               
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee
shall provide to the Corporation.


(b)              
If to the Corporation to:


		
        Phibro Animal Health Corporation

        Glenpointe Centre East, 3rd Floor

        300 Frank W. Burr Boulevard, Suite 21

        Teaneck, New Jersey 07666

        Fax: (201) 329-7041

        Attention: General Counsel

		with copies to (which shall not constitute notice to the Corporation):
		
        Kirkland & Ellis LLP

        601 Lexington Avenue

        New York, NY 10022

        United States of America

        Fax: (212) 446-6460

        Attention: Joshua N. Korff, Esq. and

        Christopher A. Kitchen, Esq.



 


or to any other address as may have been
furnished to Indemnitee by the Corporation.


Section
18.            
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for
in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Corporation, in lieu of indemnifying Indemnitee,
shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or
to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement,
in such proportion as is deemed fair and reasonable in light of all of the circumstances of the Proceeding in order to reflect
(a) the relative benefits received by the Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (b) the relative fault of




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the Corporation (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


Section
19.            
Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall
be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict
of laws rules. The Corporation and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state
or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction
of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement,
(c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery and (d) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has
been brought in an improper or inconvenient forum.


Section
20.            
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


Section
21.         
Third-Party Beneficiaries. The Shareholder Entities are intended third-party beneficiaries of this Agreement.


Section
22.            
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where
appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


[SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written.




	 	PHIBRO ANIMAL
HEALTH CORPORATION
	 	 
	 	 
	 	 
	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	INDEMNITEE:
	 	 
	 	 
	 	 
	 	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Address:	 	 



 


 


 


 


 






    	[Signature Page to Indemnification Agreement]