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: deals@srsacquiom.com

 

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]