EXHIBIT
10.4


 


VOTING
AGREEMENT


 


This
Voting Agreement (this “Agreement”) is made and entered into as of September __, 2016 (the “Effective
Date”) by and among David Platt, Yuval Kwintner and Ache Ezer (collectively, the “Holders.”)
and Oxygen Therapy, Inc., a Delaware corporation (the “Company”).


 


Background.
The Holders are founders and principals of the Company who collectively have record and beneficial ownership of 20,000,000 shares
of the common stock, par value $.001, of the Company. Each of the Holders believes that continuity in the Company’s board
of directors is in the best interests of the Company and the other Company stakeholders, and accordingly have set forth below
their agreement and understanding with respect to how the Company Stock (as such term is defined below) will be voted on the election
of directors and other matters.


 


NOW
THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the Holders hereby agree
as follows.


 


1.
CAPITAL STOCK. The Holders
expressly agree that the terms and restrictions of this Agreement shall apply to all shares of capital stock (including, but without
limitation, all classes of common, preferred, voting and nonvoting capital stock) of the Company that any of them now owns or
hereafter acquires by any means, including without limitation by purchase, assignment, conversion of convertible securities or
operation of law, or as a result of any stock dividend, stock split, reorganization, reclassification, whether voluntary or involuntary,
or other similar transaction, and to any shares of capital stock of any successor in interest of the Company, whether by sale,
merger, consolidation or other similar transaction, or by purchase, assignment or operation of law (the “Company Stock”).


 


2.
Election of Board of Directors. During
the term of this Agreement, each Holder agrees to vote all Company Stock now or hereafter directly or indirectly owned of record
or beneficially by such Holder, or to cause such shares of Company Stock to be voted, in such manner as may be necessary to elect
(and maintain in office) as members of the Company’s Board of Directors (the “Board”), the following:
David Platt (or his Designee), Yuval Kwintner (or his Designee) and Ache Ezer Stokelman (or his designee). Without limiting the
foregoing, if the non-Holder directors of the Company convene a meeting of directors for the purpose of removing any of the Holders
as a director (or if any of such Holders is then also an officer or employee of the Company) or officer of the Company, in either
case without cause, then the Holders shall vote against such removal.


 


3.
NOTICE; COVENANT TO VOTE IN ACCORD.
The Company shall promptly give each of the Holders written notice of any change in size or composition of the Board and of
any proposal to remove or elect any Holder or any Designee of any Holder. In any election of directors pursuant to Section 2,
the Holders shall vote their shares of Company Stock in a manner sufficient to elect to the Board the individuals to be elected
thereto as provided in Section 2.


 


4.
Further Assurances; ENFORCEMENT.
The Company and each Holder agree not to vote any Company Stock or take any other actions that would in any manner defeat,
impair, be inconsistent with, or adversely affect the stated intentions of the parties under Sections 2 and 3 of this Agreement.


 




    	 	 	 



    	 	 	 



    

 


5.
Transferees; Legends on Certificates.


 


5.1
Effect on Transferees. Each and every transferee or assignee of any shares of Company Stock from any Holder shall be
bound by and subject to the terms and conditions of this Agreement that are applicable to the transferor or assignor of such shares,
and the Company shall require, as a condition precedent to the transfer of any Company Stock subject to this Agreement, that the
transferee agrees in writing to be bound by, and subject to, all the terms and conditions of this Agreement; provided, however,
that nothing herein shall prohibit the distribution by David Platt to of up to 250,000 shares of his Company Stock without consideration
to such persons as the Holders shall agree; and upon prior notice to the other Holders each Holder shall be entitled to sell up
to 100,000 shares of his Company Stock pursuant to Rule 144 or otherwise. Any shares of Company Stock transferred by any holder
pursuant to this section 5.1 shall not be subject to this Agreement.


 


5.2
Legend. The Holders agree that all Company share certificates now or hereafter held by them that represent Company
Stock subject to this Agreement will be stamped or otherwise imprinted with a legend to read as follows:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AGREEMENTS AND RESTRICTIONS WITH REGARD TO THE VOTING OF SUCH SHARES AND THEIR
TRANSFER, AS PROVIDED IN THE PROVISIONS OF A VOTING AGREEMENT, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE
CORPORATION.


 


6.
Enforcement of Agreement. Each
Holder acknowledges and agrees that any breach of this Agreement by any Holder shall cause the other Holders irreparable harm
that may not be adequately compensable by money damages. Accordingly, in the event of a breach or threatened breach by a Holder
of any provision of this Agreement, the Company and each other Holder shall each be entitled to seek the remedies of specific
performance, injunction or other preliminary or equitable relief, including the right to compel any such breaching Holder, as
appropriate, to vote such Holder’s shares of Company Stock in accordance with the provisions of this Agreement, without
having to prove irreparable harm or actual damages. The foregoing right shall be in addition to such other rights or remedies
as may be available to the Company or any Holder for any such breach or threatened breach, including but not limited to the recovery
of money damages.


 


7.
Term. This Agreement shall
commence on the Effective Date and shall terminate upon the first to occur of the following:


 


(a)
the closing of an underwritten public offering of the Company’s Common Stock pursuant to an effective registration statement
filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”) generating gross proceeds
to the Company of not less than $5,000,000; or


 


(b)
the execution by all of the Holders of a written agreement to terminate this Agreement.


 




    	 	 	 



    	 	 	 



    

 


8.
General Provisions.


 


8.1
Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement
will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest
of the following:


 


(a)
at the time of personal delivery, if delivery is in person;


 


(b)
one business day after deposit with an express overnight courier for United States deliveries, or two business days after such
deposit for deliveries outside of the United States, with proof of delivery from the courier requested; or


 


(c)
three business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries.


 


All
notices not delivered personally will be sent with postage and/or other charges prepaid and properly addressed to the party to
be notified at the address set forth below his signature on the signature page to this Agreement, or at such other address as
such party may designate by one of the indicated means of notice herein to the other parties to this Agreement.


 


8.2
Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to
the specific subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or
written, between or among the parties hereto with respect to the specific subject matter hereof.


 


8.3
Governing Law; Forum. This Agreement is made in accordance with and shall be construed under the laws of the Commonwealth
of Massachusetts, other than the conflicts of laws principles thereof. Each of the parties hereby irrevocably (a) submits to the
exclusive jurisdiction of the federal and state courts within Suffolk County, Commonwealth of Massachusetts, for the purpose of
any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of any such action
or proceeding shall be heard and determined in such courts, (c) waives (to the extent permitted by applicable law) any objection
which it now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts,
and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum,
and (d) agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner permitted by law. Any and all service of process and any other
notice in any claim arising hereunder shall be effective against any party if given personally or by registered or certified mail,
return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party
as herein provided. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner
permitted by law.


 


8.4
Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the
intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement
and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to
the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement
based upon the substantial benefit of the bargain for any party is materially impaired, then the parties agree to substitute through
good faith negotiation such provision(s) as would restore the parties’ benefits of the bargain to the greatest extent possible.


 




    	 	 	 



    	 	 	 



    

 


8.5
Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the
parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.


 


8.6
Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations
of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors,
administrators and legal representatives.


 


8.7
Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and
will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein
to “sections” and will mean sections to this Agreement.


 


8.8
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
will be deemed an original, and all of which together shall constitute one and the same agreement.


 


8.9
Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted concerning or
arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party’s
costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions
therefrom.


 


8.10
Aggregation of Stock. For purposes of Section 2, all Company Stock or any class or series thereof held or acquired
by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under
this Agreement.


 


8.11
Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions
as may be reasonably necessary to carry out the purposes and intent of this Agreement.


 


8.12
Amendment and Waivers. This Agreement may be amended only by a written agreement executed by (a) the Company, and (b)
all of the Holders. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of
their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein
shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of
any performance other than the actual performance specifically waived.


 


8.13
Waiver of Jury Trial. Each party hereto hereby waives its rights to a jury trial of any claim or cause of action based
upon or arising out of this Agreement or the subject matter hereof. The scope of this waiver is intended to be all-compassing
of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without
limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. This Section 8.13
has been fully discussed by each of the parties hereto and these provisions shall not be subject to any exceptions. Each party
hereto hereby further represents and warrants that such party has reviewed this waiver with its legal counsel to the extent it
deems advisable, and that such party knowingly and voluntarily waives its jury trial rights following any such consultation with
legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall
apply to any subsequent amendments, supplements or modifications to (or assignments of) this Agreement. In the event of litigation,
this Agreement may be filed as a written consent to a trial (without a jury) by the court.


 




    	 	 	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Voting Agreement on the date and year first written above.


 


THE
COMPANY:


 


Oxygen
Therapy, Inc.


 


	By:
    	 	 
	 	Yuval
    Kwintner, President	 


 


THE
HOLDERS: 


 


	By:	 	 
	 	David
    Platt	 
	 	 	 
	By:	 	 
	 	Yuval
    Kwintner	 
	 	 	 
	By:	 	 
	 	Ache
    Ezer Stokelman