Exhibit 10.3


 


CHARDAN
HEALTHCARE ACQUISITION CORP.


 


VOTING
AGREEMENT


 


This
Voting Agreement (this “Agreement”) is made as of October 28, 2019 by and among Chardan Healthcare Acquisition
Corp., a Delaware corporation (the “Company”), BiomX Ltd., an Israeli company (“BiomX”),
Chardan Investments, LLC (“Chardan”) and each of the individuals and entities set forth on the signature page
hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this
Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement
(as defined below).


 


RECITALS


 


WHEREAS,
the Company, BiomX, CHAC Merger Sub Ltd., an Israeli company (“Merger Sub”), and Shareholder Representative
Services LLC, as the representative of the shareholders of the Company (the “Shareholders’ Representative”)
entered into a Merger Agreement, dated July 16, 2019 (the “Merger Agreement”); and


 


WHEREAS,
each of the Voting Parties, currently owns, or on closing of the transactions contemplated by the Merger Agreement, will own,
shares of the Company’s capital stock, and wishes to provide for orderly elections of the Company’s board of directors
as described herein.


 


NOW
THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.
Agreement to Vote. During the term of this Agreement, each Voting Party agrees to vote all securities of the Company that
may vote in the election of the Company’s directors that such Voting Party owns from time to time (hereinafter referred
to as the “Voting Shares”) in accordance with the provisions of this Agreement, whether at a regular or special
meeting of stockholders or any class or series of stockholders or by written consent.


 


2.
Election of Boards of Directors.


 


2.1
Voting. During the term of this Agreement, each Voting Party agrees to vote all Voting Shares in such manner as may be necessary
to elect (and maintain in office) as members of the Company’s Board of Directors the following persons:


 


(a)
Two (2) person(s) (each a “Chardan Designee”) designated by Chardan to serve for two (2) years from the
Closing Date (as defined in the Merger Agreement); and


 


(b)
Five (five) person(s) (each a “Stockholder Designee,” and collectively, the “Stockholder Designees”)
designated below, which may be subsequently (following Closing) changed by the Shareholders’ Representative; and


 


2.2
Initial Designees. The initial Chardan Designees are Jonas Grossman and Gbola Amusa. The initial Stockholder Designees are
Jonathan Solomon, Yaron Breski, Erez Chimovitz, Robbie Woodman and one vacancy.


 


2.3
Size of the Board. The parties hereto agree that they shall, and that they shall cause their respective designees to, maintain
the size of the Company’s Board of Directors at seven (7) persons for two (2) years from the Closing Date.


 


2.4
Obligations; Removal of Directors; Vacancies. The obligations of the Voting Parties pursuant to this Section 2 shall
include any stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation as required to
effect the intent of this Agreement. Each of the Voting Parties and the Company agree not to take any actions that would
contravene or materially and adversely affect the provisions of this Agreement and the intention of the parties with respect
to the composition of the Company’s Board of Directors as herein stated. The parties acknowledge that the fiduciary
duties of each member of the Company’s Board of Directors are to the Company’s stockholders as a whole. In the
event any director elected pursuant to the terms hereof ceases to serve as a member of the Company’s Board of
Directors, the Company and the Voting Parties agree to take all such action as is reasonable and necessary, including the
voting of shares of capital stock of the Company by the Voting Parties as to which they have beneficial ownership, to cause
the election or appointment of such other person designated by the Company or the Shareholders’ Representative (after
Closing) , as the case may be, to the Board of Directors as may be designated on the terms provided herein.


 






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3.
Approval of Amendment to the BiomX 2015 Equity Incentive Plan. During the term of this Agreement each Voting Party agrees
to vote all Voting Shares in such manner as may be necessary to approve an amended BiomX 2015 Employee Stock Option Plan (the
“Equity Incentive Plan”), (or the adoption of a new equity incentive plan having the same effect) that will
be assumed by Company as of the Effective Time), subject to and in accordance with Section 9.11 of the Merger Agreement.


 


4.
Successors in Interest of the Voting Parties and the Company. The provisions of this Agreement shall be binding upon the successors
in interest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein, unless
such shares are sold into the public markets. Each Voting Party shall not, and the Company shall not, permit the transfer of any
Voting Party’s Voting Shares (except for sales of Voting Shares into the public markets), unless and until the person to
whom such securities are to be transferred shall have executed a written agreement pursuant to which such person becomes a party
to this Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting Party hereunder.


 


5.
Covenants. The Company and each Voting Party agrees to take all actions required to ensure that the rights given to each Voting
Party hereunder are effective and that each Voting Party enjoys the benefits thereof. Such actions include, without limitation,
the use of best efforts to cause the nomination of the designees, as provided herein, for election as directors of the Company.
Neither the Company nor any Voting Party will, by any voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be performed hereunder by the Company or any such Voting Party, as applicable, but will at all times in good
faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary
or appropriate in order to protect the rights of each Voting Party hereunder against impairment.


 


6.
Grant of Proxy. The parties agree that this Agreement does not constitute the granting of a proxy to any party or any other
person; provided, however, that should the provisions of this Agreement be construed to constitute the granting of proxies, such
proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.


 


7.
Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for
the breach of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of
this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto
waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s
rights would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried
out in accordance with the terms and conditions hereof.


 


8.
Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent
or in any other manner permitted by applicable law.


 


9.
Termination. This Agreement shall terminate upon the first to occur of the following:


 


9.1
The date that is two (2) years from the Closing Date; or


 


9.2
immediately prior to a transaction pursuant to which a person or group other than current shareholders of the Company or the
Voting Parties, or their respective affiliates, will control greater than 50% of the Company’s voting power with respect
to the election of directors of the Company.


 


10.
Amendments and Waivers. Except as otherwise provided herein, any provision of this Agreement may be amended or the observance
thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written
consent of (a) the Company, and (b) the holders of a majority of Voting Shares then held by the Voting Parties and the Shareholders’
Representative, voting separately as a class; provided, however, that the right of the Company to nominate the Company
Designee shall not be amended without the written consent of a majority in interest of the stockholders of the Company; and provided
further, that the right of the Shareholders’ Representative to nominate the Stockholder Designees shall not be amended
without the written consent of the Shareholders’ Representative.


 






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11.
Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the
like, any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this
Agreement.


 


12.
Severability. In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


13.
Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted
in accordance with the laws of the State of New York without reference to its conflicts of laws provisions, except that all matters
relating to the fiduciary duties of the Company’s Board of Directors shall be subject to the laws of Delaware.


 


14.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument.


 


15.
Successors and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties hereto.


 


16.
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes
any prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth
herein or therein.


 


[Remainder
of page intentionally left blank; signature page follows]


 






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This
Voting Agreement is hereby executed effective as of the date first set forth above.


 


	“COMPANY”  	 
	 	 
	CHARDAN HEALTHCARE ACQUISITION CORP.,  
	a Delaware corporation  	 
	 	 
	By:	/s/
Jonas Grossman  	 
	Name:	Jonas Grossman
 	 
	Title:	President  	 
	 	 
	“CHARDAN”  	 
	 	 
	CHARDAN INVESTMENTS, LLC  	 
	a Delaware limited liability company  	 
	 	 
	By:	/s/ Jonas Grossman	 
	Name:	Jonas Grossman
 	 
	Title: 	Managing Member  	 
	 	 
	“BiomX”  	 
	 	 
	BIOMX LTD.,  	 
	an Israeli company  	 
	 	 
	By: 	/s/ Jonathan Solomon  	 
	Name:	Jonathan Solomon
 	 
	Title: 	Chief Executive Officer  	 
	 	 
	[SHAREHOLDERS]  	 
	 	 
	 	 







  



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This
Voting Agreement is hereby executed effective as of the date first set forth above.


 


Yeda Research and Development Company Limited


 


	By:	/s/ Gil Granot-Mayer 	 
	Name: 	Gil Granot-Mayer 	 
	Title:	C.E.O.	 


 


	By:	/s/ Mudi Sheves	 
	Name: 	Mudi Sheves	 
	Title:	Chairman	 


 


ORBIMED ISRAEL PARTNERS, LIMITED PARTNERSHIP


and


ORBIMED ISRAEL INCUBATOR L.P.


 


	By:	OrbiMed Israel Biofund GP, L.P., its general partner;



and



 


	By:	OrbiMed 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	 


 


JOHNSON & JOHNSON INNOVATION-JJDC, INC.


 


	By:	/s/ Zeev Zehavi	 
	Name: 	Zeev Zehavi	 
	Title:	Vice President 	 


 


TAKEDA VENTURES, INC.


 


	By:	/s/ Michael Martin	 
	Name: 	Michael Martin	 
	Title:	President 	 


 


SBI JI INNOVATION FUND LIMITED PARTNERSHIP


 


	By:	SBI JI Innovation Partners Ltd.,

its General Partner



 


	By:	/s/ Yusuke Inaba	 
	Name: 	Yusuke Inaba	 
	Title:	Director	 


 


HANS W. SCHOEPFLIN TRUST


 


	By:	/s/ Hans Schoepflin	 
	Name: 	Hans Schoepflin	 
	Title:	 	 


  


STICHTING LICHFIELD


 


	By:	/s/ J.M. Wolkers	 
	Name: 	J.M. Wolkers	 
	Title:	Director	 


 


[Voting Agreement]


 






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STICHTING ADMINISTRATIEKANTOOR THE INVISIBLE HAND AT WORK


 


	By:	/s/ Hendrik Brulleman	 
	Name: 	Hendrik Brulleman	 
	Title:	Director	 


 


HEALTH FOR LIFE CAPITAL S.C.A. SICAR


 


	By:	Health
    For Life Management   /s/ Isabelle de Cremoux	 
	Name: 	Isabelle de Cremoux	 
	Title:	Manager	 


 


HEALTH FOR LIFE CAPITAL FPCI – ALPHA COMPARTMENT


 


	By:	SEVENTURE PARTNERS	 
	Name: 	Isabelle de Cremoux	 
	Title:	CEO	 


 


MIRAE ASSET CAPITAL CO. LTD.


 


	By:	/s/ Ji Kwang Chung	 
	Name: 	Ji Kwang Chung	 
	Title:	Managing Director	 


 


MIRAE ASSET VENTURE INVESTMENT, CO, LTD. (THROUGH MIRAE ASSET
YOUNG START-UP INVESTMENT FUND)


 


	By:	/s/ Eung Suk Kim	 
	Name: 	Eung Suk Kim	 
	Title:	CEO	 


 


MIRAE ASSET VENTURE INVESTMENT, CO, LTD. (THROUGH 2016 KIF-MIRAE
ASSET ICT VENTURE FUND)


 


	By:	/s/ Eung Suk Kim	 
	Name: 	Eung Suk Kim	 
	Title:	CEO	 


 


MIRAE ASSET-CELLTRION NEW GROWTH FUND I


 


	By:	/s/ Jikwang
    Chung	 
	Name: 	Jikwang Chung	 
	Title:	Managing Director	 


  


[Voting Agreement]


 






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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	 


 


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/ Asset Korat	 
	Name: 	Asset Korat	 
	Title:	Partner	 
	 	July 15 2019	 


 


CHONG KUN DANG PHARMACEUTICAL CORP.


 


	By:	/s/ Young Joo Kim	 
	Name: 	Young Joo Kim	 
	Title:	President	 


 


HANDOK INC.


 


	By:	/s/ Jeong Yol Cho	 
	Name: 	Jeong Yol Cho	 
	Title:	President	 


 


[Voting Agreement]


 






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	/s/ RHEE, JOO WON	 
	RHEE, JOO WON 	 


 


	/s/ RHEE, JOO KYUNG	 
	RHEE, JOO KYUNG	 


 


	/s/ RHEE, JOO AH	 
	RHEE, JOO AH	 


 


CFAM 2017 LLC


 


	By:	/s/ Neil L. Cohen	 
	Name: 	Neil L. Cohen	 
	Title:	Special Member	 


 


TELMINA LTD.


 


For and on behalf of Champel Directors Limited 


 


	By:	/s/ Tobias Reinmann	 
	Name: 	Tobias Reinmann	 
	Title:	Corporate Director	 


 


KB INVESTMENT CO., LTD.


 


	By:	/s/ Jong Pil Kim	 
	Name: 	Jong Pil Kim	 
	Title:	Chief Executive Officer	 


 


KB DIGITAL INNOVATION INVESTMENT FUND LIMITED PARTNERSHIP


 


	By:	/s/ Jong Pil Kim	 
	Name: 	Jong Pil Kim	 
	Title:	Chief Executive Officer	 


 


BARUCH FAMILY REVOCABLE TRUST


 


	By:	/s/ Thomas Baruch	 
	Name: 	Thomas Baruch	 
	Title:	Manager	 


 


	/s/
    RAFI GIDRON	 
	RAFI GIDRON	 







 


	/s/
    GUY HARMELIN	 
	GUY HARMELIN	 


 


	/s/
    ALON HIRSCH 	 
	ALON HIRSCH	 


  


	/s/
    GBOLA AMUSA	 
	GBOLA AMUSA	 


 


[Voting Agreement]


 


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