EXHIBIT 4.6
AGREEMENT
This AGREEMENT is entered into as of November 19, 1999 between Xxxxxxx
Xxxxxxxxx, an individual with an address at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 Xxxxxx Xxxxxx of America ("Rosenwald"), and Xxxxxx Xxxxxx, an
individual with an address at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx ("Xxxxxx").
WHEREAS, Xxxxxx is currently the Chief Executive Officer and a member of
the Board of Directors of Partec, Ltd., an Israeli company;
WHEREAS, Xxxxxxxxx is a principal shareholder of Lakaro Biopharmaceuticals,
Inc., a Delaware corporation (the "Company"), beneficially owning (as defined
below) 3,664,500shares of the Company's common stock (the "Common Stock") and
6,224 shares of the Company's Series A Preferred Stock (the "Preferred Stock");
WHEREAS, Xxxxxx and the persons listed on Schedule A hereto are becoming
option holders of the Company relying in part on the representations contained
herein; and
WHEREAS, Xxxxxxxxx desires that Xxxxxx accept a position as the Company's
Chief Executive Officer and serve as a member of the Company's Board of
Directors, as this would be of a substantial benefit to the Company, and
therefore, to Xxxxxxxxx personally;
NOW, THEREFORE, in consideration of the above and other good and valuable
consideration the sufficiency and receipt of which are hereby acknowledged by
the parties, the parties agree as follows:
Section 1. Voting Agreement.
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Xxxxxxxxx hereby agrees to vote all of the shares of Common Stock and
Preferred Stock now or hereinafter beneficially owned by him (as defined in Rule
13d-3 promulgated under the Securities Act of 1933, as amended) in favor of, and
use his best efforts to elect Xxxxxx (or his designee as identified in writing
by Xxxxxx to Xxxxxxxxx prior to such meeting or consent) as a director of the
Company at any meeting of the Company's stockholders (whether annual or special)
or pursuant to any written consent of the Company's stockholders convened or
executed prior to the Expiration Date for the purpose of electing directors of
the Company. Xxxxxxxxx further agrees not to take any action prior to the
Expiration Date which has the effect, directly or indirectly, of removing Xxxxxx
as a director of the Company.
Section 2. Term. This Agreement shall take effect on the date hereof and
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continue until the earlier of (i) the date on which Xxxxxx'x employment with the
Company is terminated; and (ii) the closing of the first underwritten public
offering of Common Stock for aggregate gross proceeds to the Company in excess
of $10,000,000 (the "Expiration Date").
Section 3. Specific Enforcement. Each party expressly agrees and
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acknowledges that this Agreement shall be specifically enforceable in any court
of competent jurisdiction in
accordance with its terms against either party hereto.
Section 4. Representations.
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(a) Each party hereby represents to the other party that this
Agreement is its legal, valid and binding obligation, enforceable in accordance
with its terms, and that no consents or approvals from any third parties are
necessary for it to enter into this Agreement or consummate the actions
contemplated hereunder.
Section 5. Miscellaneous.
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(a) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs and administrators. The parties
agree that those persons listed on Schedule A hereto shall be entitled to the
benefits of this Agreement and are expressly intended as third party
beneficiaries hereof.
(b) This Agreement, and the rights of the parties hereto, shall be
governed by and construed in accordance with the internal laws of the State of
Delaware.
(c) This Agreement may only be amended or modified pursuant to a
written agreement between the parties hereto. The consent of any or all of the
persons listed on Schedule A hereto shall not be required for an amendment or
modification of this Agreement.
IN WITNESS WHEREOF, the parties have each duly executed this
Agreement as of the date first above written.
/s/ Xxxxxxx Xxxxxxxxx
________________________________
Xxxxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxx
________________________________
Xxxxxx Xxxxxx
SCHEDULE A
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Xxx Xxxxxxxxx
Xxx Xxxxxxxxxxxx
Xxxxxxx Xxxxx
Xxx Xxxx
Hadasit
Xxxx Xxxxxxxx
Noa Shelach
Xxxxx Xxxxxxxx
Xxxxxx Xxxxx
Xxxx Xxxxxx
Xxxxxxxxxxx Xxxxxxx