Exhibit 10.11


 


 


 


October
28, 2019


 


Shareholder
Representative Services LLC


950
17th Street, Suite 1400


Denver,
CO 80202


Attn:
Managing Director


Fax:
(303) 623-0294


Email:
deals@srsacquiom.com


 


Chardan
Healthcare Acquisition Corp.


17
State Street, 21st Floor


New
York, NY 10004


Attn:
Jonas Grossman


Fax:


e-mail:grossmanj@chardanspac.com


 


Loeb
& Loeb LLP

345 Park Ave

New York, NY 10154


Attention:
Giovanni Caruso


Fax:
(212) 937-3943


e-mail:
gcaruso@loeb.com


 


Meitar
Liquornik Geva Leshem Tal


16
Abba Hillel Road


Ramat
Gan, Israel


Attention:
Mike Rimon, Adv.


Email:
mrimon@meitar.com


To
whom it may concern:


 


Reference
is made to the Merger Agreement (as amended on October 11, 2019, the “Merger Agreement”) dated as of July 16, 2019,
by and among BiomX Ltd., an Israeli company, Shareholder Representative Services LLC, as the Shareholders’ Representative,
Chardan Healthcare Acquisition Corp., a Delaware corporation and CHAC Merger Sub Ltd., an Israeli company. Any terms not defined
herein shall have the same meaning as such terms have in Merger Agreement.


 


Section
9.8(b)(ii) of the Merger Agreement requires that “the immediately available funds contained in the New Investment Escrow
Account available for release to Purchaser immediately following the Closing that have not been deposited into the New Investment
Escrow Account pursuant to the Company Securityholder Purchase Agreements or the Third Party Purchase Agreements to equal or exceed
Three Million Dollars ($3,000,000),” and it is a condition to the Closing pursuant to sections 10.2(h)(ii) and 10.3(h)(ii)
of the Merger Agreement that no less than $3,000,000 be invested in the New Investment Escrow Account pursuant to one or more
purchase agreements that are not Company Securityholder Purchase Agreements or Third Party Purchase Agreements. By signing below,
the parties hereto hereby agree to waive the requirement in Section 9.8(b)(ii), and the closing conditions in Sections 10.2(h)(ii)
and 10.3(h)(ii), of the Merger Agreement, provided that the immediately available funds contained in the New Investment Escrow
Account available for release to Purchaser immediately following the Closing that have not been deposited into the New Investment
Escrow Account pursuant to the Company Securityholder Purchase Agreements or the Third Party Purchase Agreements equals or exceeds
Two Million Seven Hundred Ninety Eight Thousand and Two Hundred Fifty Dollars ($2,798,250).


 


Section
10.3(f) of the Merger Agreement provides that it is a condition to the Closing that the “aggregate amount of Indebtedness,
expenses and other liabilities of Purchaser that remain unpaid as of immediately prior to the Closing is less than $1,000,000.”
By signing below, the Company hereby agrees to waive the closing condition in Section 10.3(f) of the Merger Agreement,


 


For
the avoidance of doubt, this waiver does not alter the original terms of the Merger Agreement, other than the waivers described
above.


 




     


     


    




 





	Sincerely,	 
	 	 	 
	BIOMX LTD. 	 
	 	 
	By:	/s/ Jonathan Solomon	 
	Name:	Jonathan Solomon	 
	Title:	CEO	 
	 	 
	Acknowledged and Agreed:	 
	 	 
	CHARDAN HEALTHCARE ACQUISITION CORP. 	 
	 	 
	By: 	/s/ Jonas Grossman 	 
	Name:	Jonas Grossman	 
	Title:	Chief Executive Officer	 
	 	 
	CHAC MERGER SUB LTD. 	 
	 	 
	By: 	/s/ Jonas Grossman	 
	Name:	Jonas Grossman	 
	Title:	Director	 
	 	 
	SHAREHOLDER REPRESENTATIVE SERVICES LLC, 
	solely in its capacity as the Shareholders’ Representative 
	 	 
	By: 	/s/ Sam Riffe	 
	Name:	Sam Riffe	 
	Title:	Managing Director