Exhibit 10.11


 


AMENDMENT NO. 2 TO


EXCLUSIVE DISTRIBUTION AND LICENSING AGREEMENT 

BETWEEN 

WIZE PHARMA LTD. (FORMERLY STAR NIGHT TECHNOLOGIES LTD)


AND 

RESDEVCO LTD.


 


This
Amendment (the “Amendment”) refers to the Exclusive Distribution and Licensing Agreement between Wize Pharma
Ltd. ( the “Licensee”) and Resdevco Ltd. (the “Licensor”) signed on, May 1, 2015 as amended
on November 22, 2015 (the “Agreement”) and is entered into on the Execution Date (us defined below).


 


The
parties agree as follows:


 


		1.	The
                                         following shall he inserted at the end of Section 13.1 of the Agreement:



 


“Notwithstanding
the abovementioned, subject to a specific approval of the Licensor, Licensee may subordinate, pledge, secure or lien any of Licensee’s
rights arising from the Agreement, including but not limited, granting a floating charge or a fixed charge on Licensee’s rights,
to a Third Party whom the Licensor has approved in writing and in advance.


 


Licensee
and the Third Party shall be responsible ,separately and/or together, for the execution of the subordinated, pledged, secured
or lien part of the rights arising from the Agreenient pursuant to this Section 13.1.”


 


		2.	All
                                         other provisions of the Agreement that were not amended by this Amendment shall continue
                                         in full force and effect.



 


		3.	For
                                         the avoidance of doubt, in any event that the Licensee does not comply with any of the
                                         terms of the Agreement or violates any of the provisions of the Agreement, Licensor shall
                                         be entitled to cancel, abolish and void this Amendment and any rights to Licensee or
                                         Third Party arising from this Amendment shall be null and void accordingly.



 


		4.	Licensor
                                         hereby agrees for Licensee to grant all of the pledges on Licensee’s rights arising from
                                         the Agreement to Rimon Gold Nechasim Ltd. (corporate ID 514819424). For the avoidance
                                         of doubt, it is hereby clarified that all pledges or any other granted rights which arise
                                         from this Amendment shall be imposed only on the Licensee’s rights arising from the Agreement
                                         without derogating any of the Licensee’s obligations thereto, and shall in no way derogate
                                         from the Licensor’s rights arising from the Agreement, including, but not limited to,
                                         the provisions of termination of the Agreement. In this regard, all provisions of this
                                         Amendment shall be interpreted in the favour of the Licensor.



 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed by their duly authorised representatives on this 20 day of March, 2016 (the “Execution
Date”), with effect as of the Amendment Effective Date.


 


	Wize
    Pharma LTD.	 	 	 	 
	(formally Star Night Technologies Ltd)	 	Resdevco
    Ltd.	 
	 	 	 	 	 
	Signature:	/s/ Or Eisenberg

                                                                                
	 	Signature:	/s/ Prof. S. Dikstein