November 21, 2016 Mr. Nadav Kidron Hi-Tech Park 2/4 Givat-Ram Jerusalem, Israel Dear Mr Kidron:
Exhibit 10.2
November 21, 2016
Xx. Xxxxx Xxxxxx
Hi-Tech Park 2/4
Givat-Ram
X.X. Xxx 00000
Xxxxxxxxx, Xxxxxx
Dear Xx Xxxxxx:
Reference is made to a Securities Purchase Agreement dated as of September 20, 2016, by and between Xx. Xxxxxxxx Xx (“Xx. Xx”) and Xx. Xxxxxx Xxxxx and a Securities Purchase Agreement dated as of September 20, 2016, by and between Xx. Xx and Xx. Xxxxxxx Xxxxxxxxxx (together, the “SPAs”).
Xx. Xx hereby appoints Xx. Xxxxx Xxxxxx (“Xx. Xxxxxx”) as proxy and attorney in fact of Xx. Xx (the “Proxy”), with full power of substitution, to cast on behalf of Xx. Xx all votes that Xx. Xx is entitled to cast with respect to the shares purchased pursuant to the SPAs (the “Shares”) at any and all meetings of the shareholders of Oramed Pharmaceuticals Inc. (the “Company”), to consent or dissent to any action taken without a meeting and to vote all the Shares held by Xx. Xx in any manner Xx. Xxxxxx deems appropriate except for matters related to the Company’s activities in the People’s Republic of China, Hong Kong and Macau and when obvious that specific votes violate Xx. Xx’x right and interest, on which Xx. Xxxxxx and Xx. Xx will consult with each other in advance of the vote, and subsequently Xx. Xxxxxx will vote according to Xx. Xx’x instructions. This Proxy shall commence on November 21, 2016.
It is further agreed that this Proxy shall apply to shares of the Company purchased by Xx. Xx through open market transactions following the date of this letter (the “Additional Shares”).
Even with the Proxy abovementioned, Xx. Xx remain all right as shareholder and any notification letters or other documents which shall be delivered to shareholder shall also be delivered to Xx. Xx according to the relevant provisions of Articles of Association and relevant laws and regulations.
This Proxy shall remain in effect as long as Xx. Xx owns any of the Shares or the Additional Shares except that the Proxy is revoked by Xx. Xx in written and the Proxy shall terminate immediately when such revocation is made.
Please execute this letter in the space provided below in order to evidence your agreement with the terms of this letter.
Very truly yours,
XXXXXXXX XX | ||
/s/ Xxxxxxxx Xx | ||
Accepted and Agreed: | ||
XXXXX XXXXXX | ||
/s/ Xxxxx Xxxxxx |