exv10w33



 





EXHIBIT 10.33




November __, 2007




Aisling Capital

888 Seventh Avenue

30th Floor

New York, New York 10106




Dear Gentlemen:




     Together we beneficially own 2,400,835 shares of common stock (the “Common Stock”) of Planet
Technologies, Inc., a California corporation (the “Company”). We each desire to amend the
Certificate of Incorporation (the “Original COD”) in the manner contemplated by Exhibit A hereto
(the “Amended and Restated COD”) in accordance with this letter agreement.



     For valid consideration, the receipt of which is hereby acknowledged, we each agree, severally
and not jointly, that between the first business day after which the Common Stock is no longer
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and the
fifth business day thereafter (the “Amendment Period”), we shall (i) vote (or shall cause to be
voted) all Common Stock owned or controlled by each of us, and shall take all other actions
necessary, to ensure that the Original COD is amended and restated and replaced with the Amended
and Restated COD (and this letter agreement shall be deemed to be the required consent with respect
thereto for all purposes) (the “Amendment”), and (ii) cause the Amended and Restated COD to be
filed with the Secretary of State of the State of Delaware (the “Filing”).



     If the undersigned shall fail to vote as required pursuant to the preceding paragraph, and the
Amendment is not adopted, and the Filing effected, each of the undersigned shall be deemed to have
irrevocably constituted and appointed Aisling Capital II, L.P. (“Aisling”) as its limited proxy
coupled with an interest for the sole purposes of voting such stockholder’s shares of Common Stock
in favor of the Amended and Restated COD, and causing the Filing to occur.



     This letter agreement may be executed and delivered by each party hereto in separate
counterparts (including by facsimile or PDF), each of which when so executed and delivered shall be
deemed an original and both of which taken together shall constitute but one and the same
agreement. The terms and conditions hereof constitute the entire agreement between the parties
hereto with respect to the subject matter of this letter agreement and supersede all previous
communications, either oral or written, representations or warranties of any kind whatsoever,
except as expressly set forth herein. No modifications of this letter agreement nor waiver of the
terms or conditions thereof shall be binding unless signed by each of the parties hereto, and
approved by the unanimous consent of the board of directors of the Company. This letter agreement
is for the sole benefit of the parties hereto, Aisling and the Company (each of whom are expressly
acknowledged to be third party beneficiaries of this letter agreement).



     THIS LETTER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE, WITHOUT GIVING



 









 




EFFECT TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. WE EACH HEREBY AGREE TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND ANY FEDERAL COURT SITTING IN
WILMINGTON, DELAWARE.




[SIGNATURE PAGE FOLLOWS]




 









 








     Please acknowledge your agreement to the foregoing by signing this letter agreement in the
space provided below.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	FOG CITY FUND, LLC  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:

Title:
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	GLENN HOLDINGS, LP  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:

Title:
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	WINDAMERE III, LLC  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:

Title:
	 
	 	 	 	 	 	 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

William Barkett
	 	 






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Lisa Barkett
	 	 






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Ellen Preston
	 	 






 









 






Exhibit A




Amended and Restated

Certificate of Designations of

Common Stock Convertible Preferred Stock




     See attached.