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]