Exhibit 10.28


 


Unofficial English Translation from Hebrew


 


Amendment
To Debenture (Floating Charge) - Wize Pharma


 


Amendment
To Debenture - Floating Charge


 


This
amendment (“The Amendment”) to the Debenture - floating charge dated March 20, 2016 (“The Debenture”)
was signed on March 28, 2017, by Wize Pharma Ltd., a private Israeli limited liability company number 52-003325-9, organized and
operating pursuant to the laws of the State of Israel, whose address is 2 Hamanofim Street, Herzlia 4672553, Israel (Hereinafter
“The Borrower”), and Rimon Gold Assets Ltd., a private Israeli limited liability company number 514819424,
organized and operating subject to the laws of the State of Israel, whose address is 32 Habarzel Street, Tel Aviv Yafo 6971046,
Israel (Hereinafter “The Lender”), (each one “The Party” and jointly “The Parties”).
All the phrases used and which are not defined to the contrary in the amendment will assume the meaning granted to them in the
Debenture.


 


The
Parties Hereby Agree As Follows:


 


		1.	Description
                                         of the amendment terms:



 


		A.	The
                                         Debenture will be amended so that the first paragraph is fully deleted and will be substituted
                                         with the following text:



 


“WhereasThe
undersigned, the Wize Pharma Ltd. Company, a public Israeli limited liability company number 520033259, organized and operating
pursuant to the laws of the State of Israel, whose address is 2 Hamanofim Street, Herzlia 4672553, Israel (Hereinafter “Wize
Pharma”), received from the Rimon Gold Assets Ltd. company, a private Israeli limited liability company number 514819424,
, organized and operating subject to the laws of the State of Israel, whose address is 32 Habarzel Street, Tel Aviv Yafo 6971046,
Israel (Hereinafter “The Lender”), a loan convertible to shares of a sum of NIS 2,000,000 (in words, Two Million
NIS) accruing interest of a rate of 4% per year, in connection with, for purposes and conditions stated in the specific convertible
loan agreement signed between the lender and Wize Pharma on 20 of the month of March 2016 (Hereinafter: as amended, revised, modified
and substituted from time to time, in accordance with its terms, “The First Loan Agreement”), and intends on
receiving additional loans from the Lender in connection with, for the purposes and terms stipulated in the specific convertible
loan agreement that was signed between the Lender and Wize Pharma on January 12, 2017 (Hereinafter: as amended, revised, modified
and substituted from time to time, in accordance with its terms, “The Second Loan Agreement”, and together
with the first loan agreement, “The Loan Agreement”);


 


		B.	The
                                         Debenture will be amended so that Section 8(c) will be deleted in full and will be substituted
                                         with the following text:



 


“(c)
Not to sell, assign, transfer, lease, waive, dispose of fully or partially, of any asset, claim or right, current or future of
the Borrower, other than as permitted under the loan agreement.”


 


		C.	The
                                         Debenture will be amended so that Section 8(i) will be deleted in full and will be substituted
                                         with the following text:



 


“(i)
That no structural change is occurring or will occur in the Borrower and/or no change in control in the Borrower, will occur to
the exclusion of that permitted pursuant to the loan agreement;”


 






     


     


    

 


		D.	The
                                         Debenture will be amended so that Section 26 will be deleted in full and will be substituted
                                         with the following text:



 


“All
the registration expenses associated with this Debenture pursuant to the details in the loan agreement and in any other document
signed and/or to be signed between the Lender and the Borrower in connection with the loan (as defined under the loan agreement)
and in accordance thereto, including commission charged in connection with stamp duty and registration of documents, and all expenses
associated with realizing the security and extending collection proceedings (including the Lender’s attorneys fees), insurance,
safekeeping, maintenance and repair of the charged property - will be paid to the Lender by the Borrower upon the Lender presenting
the first demand to do so, and all the expenses stated above will be secured by this Debenture until they are fully paid. The
Lender may charge the Lender for all the expenses noted above. It is clarified that the provisions above do not derogate from
the provisions in the loan agreement relating to a payment and/or repayment.”


 


		2.	Unless
                                         as expressly stated above, the Debenture terms will not be modified in any manner pursuant
                                         to this amendment and all the aforementioned terms will continue to be in full effect.



 


		3.	This
                                         amendment was made in accordance with Section 30 of the Debenture and constitutes (together
                                         with the appendix attached to it) an integral part of the Debenture.



 


 


 


 


 


 


 


 


[Signatures
page on the following page]


 






    	 	-2-	 



     


    

 





In
Witness Whereof, The Parties Signed This Amendment On The Date Appearing At The Top Of This Amendment.


 


	 	/s/
    Or Eisenberg	 	 	/s/
    Abir Raveh
	 	 	 	 	 
	By:	Or Eisenberg	 	By:	Abir
    Raveh
	 	 	 	 	 
	Position:	CFO
    and Acting CEO	 	Position:	Director


 


 


-3-