Waiver Letter to Voting Agreement
Exhibit 10.13
November 4, 2019
Shareholder Representative Services LLC
950 17th Street, Suite 1400
Denver, CO 80202
Attn: Managing Director
Fax: (303) 623-0294
Email: ***@***
And each of the individuals and entities set forth on the signature page hereto
To whom it may concern:
Reference is made to the Voting Agreement dated as of October 28, 2019 (the “Voting Agreement”), by and among BiomX Inc. (formerly Chardan Healthcare Acquisition Corp.), a Delaware corporation (the “Company”), BiomX Ltd., an Israeli company, Chardan Investments, LLC and each of the individuals and entities set forth on the signature pages hereto. Any capitalized terms not defined herein shall have the same meaning as such terms have in the Voting Agreement.
In Section 2.3 of the Voting Agreement, the parties agreed to “maintain the size of the Company’s Board of Directors at seven (7) persons for two (2) years from the Closing Date.” By signing below, the parties hereto hereby agree to waive the requirement in Section 2.3 that the size of the Board of Directors of the Company be maintained at seven persons, such waiver to expire on the earlier of (i) the six month anniversary of this letter and (ii) the Company’s annual meeting of shareholders in 2020.
For the avoidance of doubt, this waiver does not alter the original terms of the Voting Agreement, other than the waiver described above.
Sincerely,
BIOMX INC. | ||
(formerly Chardan Healthcare Acquisition Corp.) | ||
By: | /s/ Jonathan Solomon | |
Name: | Jonathan Solomon | |
Title: | CEO | |
Acknowledged and Agreed: | ||
SHAREHOLDER REPRESENTATIVE SERVICES LLC, | ||
solely in its capacity as the Shareholders’ Representative | ||
By: | /s/ Sam Riffe | |
Name: | Sam Riffe | |
Title: | Managing Director | |
CHARDAN INVESTMENTS, LLC | ||
By: | /s/ Jonas Grossman | |
Name: | Jonas Grossman | |
Title: | Member | |
SHAREHOLDERS | ||
[Signature Page – Waiver, Voting Agreement]
This Waiver is hereby executed effective as of the date first set forth above.
8VC ANGEL FUND I, L.P. | ||
By: | 8VC Angel GP I, LLC, | |
its General Partner | ||
By: | /s/ Drew Oetting | |
Name: | Drew Oetting | |
Title: | Managing Member | |
8VC ANGEL FUND I ASSOCIATES, L.P. | ||
By: | 8VC Angel GP I, LLC, | |
its General Partner | ||
By: | /s/ Drew Oetting | |
Name: | Drew Oetting | |
Title: | Managing Member | |
8VC FUND I, L.P. | ||
By: | 8VC GP I, LLC | |
its General Partner | ||
By: | /s/ Joe Lonsdale | |
Name: | Joe Lonsdale | |
Title: | Managing Member | |
8VC ENTREPRENEURS FUND I, L.P. | ||
By: | 8VC GP I, LLC | |
its General Partner | ||
By: | /s/ Joe Lonsdale | |
Name: | Joe Lonsdale | |
Title: | Managing Member |
[Signature Page for Shareholders – Waiver, Voting Agreement]
CFAM 2017 LLC | |||
By: | /s/ Neil L. Cohen | ||
Name: | Neil L. Cohen | ||
Title: | Special Member | ||
HANS S. SCHOEPFLIN TRUST | |||
By: | /s/ Hans W. Schoepflin | ||
Name: | Hans W. Schoepflin | ||
Title: | Trustee | ||
/s/ JOHNSON & JOHNSON INNOVATION-JJDC, INC. | |||
ORBIMED ISRAEL PARTNERS, LIMITED PARTNERSHIP | |||
and | |||
ORBIMED ISRAEL INCUBATOR L.P. | |||
By: OrbidMed Israel Biofund GP, L.P., its general partner | |||
and | |||
By: OrbidMed Israel GP Limited, its general partner | |||
By: | /s/ Erez Chimovits | ||
Name: | Erez Chimovits | ||
Title: | Senior Managing Director | ||
By: | /s/ Nissim Darvish | ||
Name: | Nissim Darvish | ||
Title: | Senior Managing Director | ||
RMGP BIO-PHARMA INVESTMENT FUND, L.P. | |||
By: RMGP Bio-Pharma Investments, L.P., its general partner | |||
By: RMGP Bio-Pharma General Partner Ltd., its general partner | |||
By: | /s/ RMGP Bio-Pharma General Partner Ltd. 515645612 | ||
Name: | RMGP Bio-Pharma General Partner Ltd. 515645612 | ||
Title: | (Nov. 3, 2019) | ||
STICHTING ADMINISTRATIEKANTOOR THE INVISIBLE HAND AT WORK | |||
By: | /s/ Hendrik Brullfram | ||
Name: | Hendrik Brullfram | ||
Title: | Director |
TAKEDA VENTURES, INC. | ||
By: | /s/ Michael Martin | |
Name: | Michael Martin | |
Title: | President |
[Signature Page for Shareholders – Waiver, Voting Agreement]