Exhibit
10.1


 


	To	December
    21, 2017
	Wize
    Pharma Ltd	 


 


Re:
Wize Pharma Ltd – Amendment to the Loan Agreements


 


This
letter is written in connection with the Convertible Loan Agreement between Wize Pharma Ltd (the “Company”)
and Rimon Gold Assets Ltd (“Rimon Gold”), dated as of March 20, 2016, as amended (the “First Loan
Agreement”) and a second Convertible Loan Agreement by and between Ridge Valley Corporation (“Ridge”)
and other lenders who are the assignees of Ridge (Rimon Gold and Shimshon Fisher), dated as of January 12, 2017 (the “Second
Loan Agreement”). The undersigned, by their signatures on this letter agree (severally not jointly) as follows:


 


		1.	All
                                         of the terms which are used in this letter and are not explicitly defined shall be defined
                                         as per the Second Loan Agreement.



 


		2.	“Maturity
                                         Date”, as defined in Section 2.2 of the Second Loan Agreement shall be defined
                                         as December 31, 2018 (instead of December 31, 2017 as presently defined), and accordingly
                                         even the maturity date of the first loan pursuant to the First Loan Agreement will be
                                         December 31, 2018.



 


		3.	Notwithstanding
                                         the extension of the maturity date as abovementioned, the option period shall expire
                                         on June 30, 2019 (but it is agreed that each of the lenders may exercise his investment
                                         option as if the entire sum of the loan (the principal) that he loaned was converted),
                                         and accordingly, only in the case of Rimon Gold, even the right to make the future investment
                                         under the First Loan Agreement shall expire on June 30, 2019.



 


		4.	It
                                         is agreed, that notwithstanding the provisions of the loan agreements, the principal
                                         amounts, conversion prices, the option to invest and the applicable exercise price (with
                                         respect to the Second Loan Agreement), and the right for a future investment and the
                                         applicable exercise price (with respect to the First Loan Agreement) shall all be denominated
                                         in U.S. dollars, all in accordance with Annex A of this letter.



 


		5.	It
                                         is understood and agreed that the irrevocable guarantee, dated November 16, 2017, signed
                                         by Wize Pharma Inc. in favor of Rimon Gold in respect of the First Loan Agreement and
                                         the Second Loan Agreement shall continue to be valid (in accordance with its terms) even
                                         after the aforementioned amendments to the loan agreements.



 


		6.	Each
                                         of the undersigned certifies and represents (each for himself) that all the approvals
                                         required by law to execute this letter and for its performance have been adopted prior
                                         to the execution of this letter.



 


[Signature
page on the next page]


 




    	 		 



     


    

 


[Signatory
page for the letter pertaining to Wize Pharma Ltd – Amendment to the Loan Agreements]


 


	Rimon
    Gold Assets Ltd	 	Shimshon
    Fisher
	 	 	 	 	 
	Signature:	/s/
    Abir Raveh	 	Signature:	/s/
    Shimson Fisher
	Name:
    	Abir
    Raveh	 	 	 
	Position:	 	 	 	 
	 	 	 	 	 
	Ridge
    Valley Corporation	 	 	 
	 	 	 	 
	Signature:	/s/
    Priscilla Julie	 	 	 
	Name:	Priscilla
    Julie	 	 	 
	Position:	 	 	 	 
	 	 	 	 	 
	Wize
    Pharma Ltd	 	Wize
    Pharma, Inc.
	 	 	 	 	 
	Signature:	/s/
    Or Eisenberg	 	Signature:
    	/s/
    Or Eisenberg
	Name:
    	Or
    Eisenberg	 	Name:
    	Or
    Eisenberg
	Position:
    	Acting
    Chief Executive Officer and

Chief Financial Officer	 	Position:
    	Acting
    Chief Executive Officer and 

Chief Financial Officer


 




    	 		 



     


    

 


Annex
A


 


	 	 	2016 Loan (Rimon Gold)
 $USD
	 	2017 Loan (Ridge + Rimon Gold + Fisher
 $USD

	Principal Amount	 	531,067	 	*274,048
	 	 	 	 	 
	Conversion price per share	 	0.0407	 	0.0463
	 	 	 	 	 
	Maximum option to invest	 	N/A	 	**411,072
	 	 	 	 	 
	Exercise price per share	 	N/A	 	0.0555
	 	 	 	 	 
	Maximum future investment	 	796,601	 	N/A
	 	 	 	 	 
	Maximum future investment – Price per share	 	0.0545	 	N/A



 


*Principal
loan amount of $274,048 for each of the three lenders.


 


**Maximum
investment option of $411,072 for each of the three lenders.