Exhibit 10.23


 


Unofficial English Translation from Hebrew


 


January 12,
2017


 


Second
Convertible Loan Agreement


 


	1.	On
                                         March 20, 2016, a convertible loan agreement was signed between Wize Pharma Ltd., Public
                                         Company 520033259 (“The Company”) and Rimon Gold Assets Ltd., Private
                                         Company, 514819424 (“Rimon Gold”), as amended on March 30, 2016 (“The
                                         First Loan Agreement”), by virtue of which Rimon Gold extended to the Company,
                                         a loan with a principal amount of NIS 2,000,000 (“The First Loan”)
                                         in return for certain securities that were created pursuant to the security documents
                                         as defined in the first loan agreement by the Company and by a Subsidiary Company fully
                                         owned and controlled by the Company (“The Rimon Gold Securities”).



 


	2.	At
                                         the Company’s request and subject to receiving Rimon Gold’s consent as detailed
                                         below, Ridge Valley Corporation (“Ridge”) consents to extended a convertible
                                         loan, exceeding the first loan extended by Rimon Gold, to the Company pursuant to the
                                         conditions detailed in this agreement (provided that any provision in the first loan
                                         agreement that was not expressly amended by this agreement will remain in effect as incorporated
                                         in the first loan agreement). In this context, Rimon Gold agrees to amend the certain
                                         provisions in the first loan agreement in accordance with the provisions in this agreement.
                                         The Company agrees to accept the loan from Ridge pursuant to this agreement and pursuant
                                         to the amendments to the first loan agreement, all as detailed in this agreement below:



 


		2.1.	The
                                         loan amount extended by Ridge is a sum of up to NIS 3,000,000 (in words, Three Million
                                         NIS), to be extended to the Company subject to the conditions in this agreement. The
                                         loan will not be secured by any security, to the exclusion of that mentioned in Section
                                         14.9(3) below. 



 


		2.2.	The
                                         loan will be extended for a term up to December 31, 2017 (“The Loan Term”).
                                         Accordingly, the first loan term pursuant to the first loan agreement will also be extended
                                         up to December 31, 2017.



 


		2.3.	The
                                         loan will actually be extended to the Company’s bank account, the details of which
                                         will be remitted to Ridge beforehand in writing by the Company, by way of a bank transfer,
                                         in NIS, on the following dates:



 


		2.3.1.	An
                                         amount of NIS 1,000,000 (in words, One Million NIS) just after the date all the preliminary
                                         conditions to extend the loan are satisfied, as detailed in Section ‏8 below (“The
                                         Closing Date”).



 


		2.3.2.	Ridge
                                         will have the option, of its sole discretion, to lend the Company an additional amount
                                         of a sum of NIS 1,000,000 (in words, One Million NIS) by February 28, 2017, subject to
                                         satisfying the preliminary conditions for the second closing date as detailed in Section
                                         8 below (“The Second Closing Date”).



 


		2.3.3.	Ridge
                                         will have the option, of its sole discretion, to lend the Company an additional amount
                                         of a sum of NIS 1,000,000 (in words, One Million NIS) by March 31, 2017, subject to satisfying
                                         the preliminary conditions for the second and third closing dates as detailed in Section
                                         8 below (“The Third Closing Date”). 



 


The
option will be exercise by giving written notice to the Company pertaining to Ridge wishing to exercise the option, up to 5 business
days following the date Ridge intends on extending the said amounts to the Company, as applicable and in accordance with the provisions
in this agreement.


 



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It
is noted that insofar as this agreement is assigned to additional Lenders in accordance with the provisions herein, and notwithstanding
the provisions in Section 4 below, in relation to Ridge’s right, each one of the assigned Lenders may choose, of its sole
discretion, whether to lend the relative amounts of its loan to the Company up to the last date fixed for the second and third
closing dates as stated in Sections 2.3.2. and 2.3.3 above (and in such a case the duty to give notice to the Company will apply
to that Lender as applicable to Ridge as stated above).


 


		2.3.4.	It
                                         is hereby clarified that insofar as any one of the Lenders, as defined below, does not
                                         actually extend its relative amount of the loan, (in its entirety or in part) on the
                                         second and/or third closing date, as detailed above, each one of the other Lenders may
                                         extend, instead of that Lender, the balance of the full amount of the loan owing from
                                         that Lender on the second and/or third closing date, as applicable (and insofar as several
                                         Lenders seek to exercise this right, they will be entitled to do so pro-rata between
                                         them, pursuant to the ratio of the loan principal amounts actually extended to the Company
                                         up to that date). Exercising the Lenders right as stated above will be done by way of
                                         giving written notice to the Company and the rest of the Lenders during the course of
                                         a period of 30 days following the last date fixed for each one of the closing dates,
                                         as applicable. 



 


		2.4.	The
                                         last date for the closing date is 60 days after the parties sign this agreement (“The
                                         Last Date”), and thereafter the agreement will expire without the need for
                                         any notice or other action to be taken, and the Lenders will not have any liability in
                                         connection with extending the loan to the Company or in connection with this agreement.
                                         



 


	3.	The
                                         loan amount will serve the Company for its current needs as in effect from time to time,
                                         and under no circumstances will it serve to repay any financial debts (loans) by the
                                         Company, or other debts, to the exclusion of the Company’s regular course of business
                                         as it is managed as on the date this agreement is signed or as stated in Section 13.2
                                         below.



 


	4.	It
                                         is hereby clarified that Ridge will be entitled, from time to time, of its sole discretion,
                                         to assign its rights and obligations in relation to the loan pursuant to this agreement
                                         to Rimon Gold and/or additional third parties to be approved in advance and in writing
                                         in accordance with the provisions in Section 14.9(1) below, and that Ridge and any additional
                                         Lender as stated above will be referred to in this agreement below as “The Lenders”.
                                         Notwithstanding the provisions above, where it is explicitly stated in this agreement
                                         that the right to consent to a certain issue is granted to Ridge personally, this right
                                         will continue to be granted to Ridge (and/or Rimon Gold as stated in Section 14.9(3)
                                         below), and will not be assigned to any of the other Lenders, and this to the exclusion
                                         of the provisions in Section 2.3 above.




 


	5.	Payment
                                         And The Loan Conditions



 


		5.1.	The
                                         loan bears interest at a rate of 4% per year (“The Rate”). The interest
                                         will be paid at the end of the loan period together with payment of the loan principal,
                                         or will be converted with the loan principal by way of converting it into Company shares,
                                         in the event the conversion is operated in accordance with the provisions in this agreement.
                                         The principal amount together with the interest amount will be referred to as “The
                                         Loan”.



 



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		5.2.	Insofar
                                         as the loan amount is not paid to the Lender in full or it is not converted by the date
                                         fixed to do so in accordance with the provisions in this agreement (“The Loan
                                         Payoff Date”), the loan amount will bear interest in arrears at a rate of 10%
                                         per year (“The Interest In Arrears”), commencing from the loan payoff
                                         date.



 


		5.3.	The
                                         loan principal and the interest are not linked to any index basis.



 


		5.4.	Every
                                         payment on account of the loan will first be paid against the interest and/or the interest
                                         in arrears and thereafter against the loan principal, subject to the provisions in Section
                                         6.2 below.



 


		5.5.	All
                                         the payments to the Lenders that are made in accordance with this agreement are free
                                         and clear of any tax and deductions by the Company, and will be executed without an offsetting
                                         or counterclaim and without any deductions.



 


		5.6.	If
                                         the Company is required at any time, pursuant to any law, to deduct tax or to pay tax
                                         applicable to it on a payment owing to any one of the Lenders in accordance with this
                                         agreement, the amount owing from the Company will be increased by the amount necessary
                                         to guarantee that after such a deduction or payment the Lender, on the payment date,
                                         receives the net amount, equal to the amount that it would have received but for such
                                         a deduction or payment (to the exclusion of taxes which by nature apply to the Lender
                                         such as the Lender’s income taxes). The Company will pay the relevant tax authority
                                         the full amount it is to deduct or to deduct at source, by the stipulated period pursuant
                                         to the relevant law, and will deliver to that Lender immediately, all receipts, approvals
                                         and/or other proof, attesting to the amounts that were paid or are being paid for any
                                         deduction or payment of such tax.



 


		5.7.	The
                                         Company may not pay off the loan early, either in part or in full, unless Ridge or any
                                         other Lender that extends the highest principal amount on account of the loan pursuant
                                         to this agreement from all the Lenders (insofar as applicable) agrees, and pursuant to
                                         that Lender’s sole discretion in advance and in writing and in any event subject
                                         to the provisions in Section 5.8 below. Any payment on account of settling the loan will
                                         be pro-rata between all the Lenders, pursuant to the ratio of the principal amounts of
                                         the loan to be paid on that date.



 


		5.8.	Notwithstanding
                                         the provisions above or elsewhere in this agreement, the parties to the agreement agree,
                                         including the Company and the Lenders, that Rimon Gold will be entitled to payoff of
                                         the loan first, and to payment of all the amounts owing to Rimon Gold pursuant to the
                                         first loan agreement and the securities documents that were given in respect thereof,
                                         before any payment is made to the Lenders pursuant to this agreement. Furthermore, insofar
                                         as the date for payoff of the first loan is due and it is not converted and not repaid
                                         in full pursuant to the conditions therein and/or insofar as any of the grounds making
                                         the first loan available for immediate payoff are satisfied pursuant to Section 10 of
                                         the first loan agreement (as amended pursuant to this agreement), Rimon Gold will have
                                         the right to instruct the Lenders to waive the repayment of the loan that they extended
                                         by virtue of this agreement.



 


		5.9.	Payments
                                         from the Company to the Lenders pursuant to this agreement will be made to the bank account
                                         each Lender gives notice thereof in writing to the Company in accordance with the provisions
                                         in this agreement. 



 



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	6.	Converting
                                         The Loan


 





		6.1.	At
                                         any time commencing from the date the loan is extended to the Company and until it is
                                         paid off in accordance with the provisions in this agreement, the loan balance (principal
                                         and interest) actually extended to the Company by each Lender can be converted into Company
                                         shares, in full or in part, of that Lender’s sole discretion. The provisions in
                                         this section will apply also in respect of the first loan that is converted in accordance
                                         with the provisions in the first loan agreement albeit the conversion date will
                                         be extended in accordance with the provisions in Section 2.2 of this agreement.



 


		6.2.	Any
                                         amount converted into shares will be considered as actually paid on account of the loan
                                         (principal and interest for the converted principal amount accrued up to that date).



 


		6.3.	Each
                                         one of the Lenders may convert the loan by giving written notice to the Company (with
                                         a copy to the other Lenders) pertaining to its wish to convert it (“The Conversion
                                         Notice”). Such a notice will specify the loan amount which the relevant Lender
                                         is requesting to convert to Company shares (principal and interest that has accumulated
                                         up to the conversion date for such a part of the principal) (“The Converted
                                         Loan”), however no less than NIS 100 Thousand in each such conversion notice.



 


		6.4.	The
                                         number of shares received by the conversion (“The Conversion Shares”)
                                         of the loan extended pursuant to this agreement, in comparison with the first loan agreement,
                                         will be fixed according to the result of splitting the balance of the converted loan
                                         by 100 Agorot or the lowest price per share pursuant to which the Company raised capital,
                                         and on any date following the date this agreement is signed and until the date of the
                                         conversion notice, whichever is lower (“The Exercise Price”). (For
                                         example: insofar and after six months a Lender decides to convert NIS 1,000,000, in addition
                                         to interest for the period of a sum of NIS 20,000, and assuming that the exercise price
                                         is 100 Agorot per share - that Lender will receive 1,020,000 shares in the Company).



 


		6.5.	Allotting
                                         the conversion shares, in the event of a conversion, will be executed within 14 business
                                         days following the date the conversion notice is received by the Company (“The
                                         Allotment Date"), subject to and in accordance with the Stock Exchange rules
                                         and pursuant to the law, and subject to the provisions in Section 6.8 below. Insofar
                                         as necessary the parties will cooperate to complete the allotment, including remitting
                                         the requisite details for the report or publication pursuant to the law and will sign
                                         the documents required to do so. 



 


	 	6.6.	Insofar as any one of the Lenders and/or Rimon Gold
decide not to exercise its conversion right in full pursuant to this agreement and/or pursuant to the first loan agreement, respectively,
up to the date its loan is paid off in full, in accordance with the provisions in this agreement and/or the first loan agreement,
as applicable (“Non-Converting Lender”), then each one of the Lenders and/or Rimon Gold who exercised its conversion
right in full pursuant to this agreement and/or the first loan agreement, is entitled (pro rata between them, in relation to their
relative part of the accumulated principal amounts of the first loan and the loan pursuant to this agreement), in a written notice
to that non-converting Lender, purchase from the non-converting Lender its rights pursuant to this agreement and/or the first
loan agreement, as applicable, at a price equal to the balance of the loan amount and/or the balance of the first loan amount,
as applicable, payable to the credit of the non-converting Lender at that time (including the interest that has accrued in accordance
with the provisions in this agreement and/or the first loan agreement, as applicable). It is clarified that the purchase of the
non-converting Lender’s rights by any one of the Lenders and/or Rimon Gold, as stated in this Section 6.6, does not compel
the purchaser to convert these rights other than pursuant to this agreement and/or the first loan agreement, as applicable.




 



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	 	6.7.	In the event of a consolidation or distribution of the
Company’s share capital, a reconciliation of the conversion shares will be executed in the same manner as the rest of the
Company shares are executed.




 


	 	6.8.	Insofar as necessary and up to the allotment date (as
defined in Section 6.5 above) the General Meeting’s approval is not obtained pursuant to Section 328 of the Companies Law,
in relation to the conversion of (all or some) of any one of the Lenders loan, whereby such approval is a condition precedent
to converting the loan(s) of each such Lender as stated above, “The Relevant Lender”, and the part of the loan
whereby conversion thereof is not approved as stated above, “The Relevant Loan Amount”), notwithstanding the
Company’s endeavors, the parties will act as follows in relation to the relevant loan amount and the surplus shares, as
defined below:




 


		6.8.1.	Commencing
                                         from the date the General Meeting of Company shareholders dismiss the exercise approval
                                         in relation to the conversion shares requested by a relevant Lender, and they become
                                         surplus shares, i.e. for which such an approval is required pursuant to Section 328 of
                                         the Companies Law in relation to each relevant Lender (“The Surplus Shares”)
                                         and until a period of 30 business days elapse (“The Sale Period”),
                                         the Company will engage in a share allotment agreement whereby the number thereof will
                                         be the same as the number of surplus shares to any other entity, in any manner as deemed
                                         fit and of the Board of Directors decision and at the agreed price, as defined above,
                                         and the gross consideration received for the allotment of such shares, of the total number
                                         of shares allotted multiplied by the agreed price, will serve the Company (subject to
                                         the provisions in Sections 14.1 and 14.2 below) to payoff the relevant loan amount to
                                         the relevant Lenders (and insofar as there are surplus shares to a number of relevant
                                         Lenders, they will be entitled to the proceeds pro rata between them, pursuant to the
                                         ratio of the principal amounts of their relevant loan amounts). For the sake of removing
                                         any doubt, the Company alone will bear all the costs necessary for the allotment of shares
                                         process as stated above. During the course of the sale period, the sale price of the
                                         shares whereby the number thereof is the same as the surplus shares, in return for which
                                         the Company will allot the shares, will be an amount of multiplying the number of surplus
                                         shares by the average closing rate of the Company shares on the Stock Exchange for a
                                         period of 30 days preceding such a conversion notice date (“The Agreed Price”).



 


		6.8.2.	Insofar
                                         and at the end of the sale period the Company is unable to allot and sell all or some
                                         of the shares of the same number of the surplus shares, each one of the relevant Lenders
                                         will be entitled to a once off payment from the Company, on account of settling the balance
                                         of the relevant loan amount which will be an amount of multiplying the number of surplus
                                         shares that were not sold as stated above by the agreed price.



 


	7.	Option
                                         To Invest In The Company



 


		7.1.	In
                                         addition to the conversion right each Lender has as stated in Section 6 above, the Company
                                         hereby grants each Lender, commencing from and subject to the loan conversion date or
                                         part thereof, as stated in Section 6 above, a right to invest in the Company NIS 1.5
                                         for each NIS 1 of the loan amount converted by that Lender, at an exercise price equal
                                         to 120% of the exercise price as defined above, for a period of 18 months following the
                                         loan conversion date pursuant to this agreement (“The Option Period”)
                                         of the Lender’s decision pursuant to its sole discretion (“The Investment
                                         Option”).



 



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	 	7.2.	The future investment right pursuant to the first loan
agreement granted to Rimon Gold will be extended until the end of the option period pursuant to this agreement, and the share
price in connection with the future investment right will be a fixed price of 85 Agorot.




 


	8.	Preliminary
                                         Conditions



 


Extending
the loan on the closing date and on the second and third closing date by the Lenders to the Company, and Rimon Gold approving
the granting of the loan by virtue of this agreement, is contingent upon satisfying the following preliminary conditions:


 


	 	8.1.	The Company
    gave written notice to the Lenders and Rimon Gold that subject to the provisions in Section 328 of the Companies Law (in connection
    with purchasing a controlling block or control of the Company, as these terms are defined in the Companies Law, and as detailed
    in Section 6.8 above) and Section 8.2 below: (1) the Audit Committee, Company’s Board of Directors approval is received
    and the approval of the Company’s shareholders meeting for the Company to engage in this agreement, including listing
    the conversion shares as stated in Section 6 above to be traded, granting the investment option subject matter of this agreement
    as stated in Section 7.1 above, and the granting and exercise of the future investment right in accordance with the first
    loan agreement as stated in Section 7.2 above - constituting all the approvals required of the Company’s organs in connection
    with signing and upholding this agreement, and ; (2) the Tel Aviv Securities Stock Exchange Ltd (“The Stock Exchange”)
    approval was received to convert the loan subject matter of this agreement as stated in Section 6 above, to grant the investment
    option subject matter of this agreement as stated in Section 7.1 above, (albeit not to exercise it) and the granting
    and exercise of the future investment right in accordance with the first loan agreement as stated in Section 7.2 above (the
    Company will remit a copy of the Stock Exchange's approval to Rimon Gold). It is clarified that such approvals as stated above
    in this section do not include the Company’s authorized organs approval, insofar as required, and the Stock Exchange’s
    approval, in connection with exercising the investment option subject matter of this agreement as stated in Section 7.1 above
    (“The Necessary Approvals”); and (3) all the rest of the preliminary conditions detailed in this Section
    8 have been satisfied. For the sake of removing any doubt, the Company alone will bear all the costs necessary to obtain the
    necessary approvals and/or any additional approval that is necessary to uphold this agreement, subject to receiving all the
    approvals listed in this Section 8.1, no other approvals are necessary in connection with upholding the first loan agreement
    (and this without derogating from the provisions in Section 6.3 of the first loan agreement).




 


	 	8.2.	For the sake of removing any doubt it is hereby clarified
that the parties are aware and agree to the fact that the approvals given as detailed in Section 8.1 above are characteristic
of the agreement between the parties as on the date it is signed and that in the event of a change in the conversion ratio as
a result of a Lender joining the Company’s other agreement conditions with third parties pursuant to the provisions in Sections
6.4 and/or 13.1 of this agreement, new approvals may be required from the organs and from the Stock Exchange and any other approval
that may be required pursuant to the provisions in the law.




 


	 	8.3.	On the date the loan is extended (whether on the closing
date or the second and third closing date) the Company is not in breach of any of its undertakings or representations pursuant
to this agreement or pursuant to the first loan agreement and the securities documents associated thereto, and will not be in
such a breach following the loan being extended.




 



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	 	8.4.	As on the date the loan is extended (whether on the
closing date or on the second and third closing date), no event, change or other circumstance transpired which (or may reasonably)
lead to a material change to the detriment of the Company’s business, financial situation, assets or results, in comparison
with the situation thereof as on the date the agreement is signed (“Detrimental Change Event”).




 


	9.	The
                                         Company’s Declarations



 


The
Company hereby declares to the Lenders as follows and confirms that it is aware that the Lenders are relying upon the Company’s
representations, declarations and undertakings detailed in this section below.


 





		9.1.	The
                                         Company is a public Company duly registered in Israel that was founded, active and exists
                                         in accordance with the laws in Israel and whose shares are listed for trading in Israel.
                                         The Company is not in breach of any provision in its incorporation documents and/or any
                                         resolution by any of the Company’s organs. The Company does not have Subsidiary
                                         Companies or other holdings in a Company or partnership or other legal entity to the
                                         exclusion of the companies fitting the definition of Subsidiary Companies pursuant to
                                         this agreement as detailed in Appendix 9.1 of this agreement, whereby none
                                         of them are active as on this date and does not have any material assets unless specified
                                         to the contrary in Appendix 9.1.



 


		9.2.	The
                                         Company reached all the decisions that are required by law and pursuant to its incorporation
                                         documents to approve this agreement, to grant an option to convert the loan and to award
                                         the investment option to the Lenders pursuant to this agreement.



 


		9.3.	There
                                         is no hindrance by law, agreement or undertaking, whether in writing, verbal or any other
                                         manner, preventing the Company signing this agreement, it engaging herein and fulfilling
                                         its conditions.



 


	 	9.4.	The Company engaging in this agreement and execution
of its undertakings pursuant hereto constitute a legal, valid, binding and enforceable undertaking upon the Company.




 


	 	9.5.	The Company engaging in this agreement and executing
its undertakings pursuant hereto, do not conflict and will not conflict in any manner (a) with the law applicable to the Company;
(b) the Company’s incorporation documents and/or any of the resolutions that were reached (and which are valid) by the Company;
or (c) an agreement and/or other document that the Company is privy thereto and/or which is binding on the Company, and will not
cause a breach of any agreement and/or other document as stated above.




 


	 	9.6.	To the exclusion of the permitted charge, as defined
below, the Company did not create (directly or indirectly) any charge over any asset or right that exists in respect of the Company
or of its Affiliated Companies, including Subsidiary Companies, in favor of a third party to the exclusion of Rimon Gold pursuant
to the first loan agreement. To the exclusion of the permitted charge and such charges in favor of Rimon Gold, all the charges
listed in the Companies Registrar printout attached hereto as Appendix 9.6 of this agreement (“The Existing
Charges”) are historic charges in respect of assets that are not owned or used by the Company, and which were sold or
delivered within the framework of the creditors arrangement prior to the date this agreement was signed (including, and without
derogating from the generality of the above, charges in respect of deposits, securities, rights in subsidiary or held companies
shares and such like).



 



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	 		“The
    Permitted Charge” is a fixed charge of first degree number 16 created on June 8, 2015, appearing in the Companies Registrar
    printout to date, in favor of Bank Hapoalim Ltd., over a Shekel deposit of a sum of NIS 40,000 including the fruits thereof,
    in account number 5385 at Bank Hapoalim, Herzalia branch. Notwithstanding the provisions in the Companies Registrar printout
    in respect of this charge not being limited by any amount, this charge is limited to the aforementioned Shekel deposit of
    a sum of NIS 40,000 only and the fruits thereof.




 


		9.7.	No
                                         winding up proceedings were initiated or are being initiated against the Company, the
                                         Company did not receive any notice or warning of any intention to initiate such proceedings,
                                         and the Company is not aware of any grounds likely to cause such proceedings being initiated.



 


		9.8.	To
                                         the exclusion of the legal proceedings that the Company reported in its public reports
                                         as mentioned in Appendix 9.8 of this agreement, and another specific issue,
                                         not yet brought to the public’s attention, of which the Lenders were apprised of
                                         in writing by the Company’s attorneys firm, pursuant to the Company’s management
                                         request (“The Additional Issue”), and which none of them constitute
                                         a detrimental change event and/or may materially detrimentally affect the Company’s
                                         ability to meet its undertakings pursuant to this agreement and the securities documents,
                                         there are no legal proceedings pending or investigations underway against the Company,
                                         its shareholders and/or officers therein, and according to the Company's knowledge there
                                         is no threat by any entity to initiate such proceedings, other than those detailed in
                                         and subject to the provisions in Section 8.3. In connection with the additional issue
                                         - the Lenders will refrain from transferring information in this respect to a third party
                                         and will refrain from trading the Company’s securities, up until the earlier of
                                         the following: (a) written notice from the Company and/or its attorneys stating that
                                         the additional issue has ended without any material ramifications upon the Company and/or
                                         (b) information pertaining to the additional issue will be brought to the public’s
                                         attention.



 


		9.9.	The
                                         Company is not aware of it being in breach of any legal proceeding, order, injunction,
                                         directive, approval, judicial decision or other decision or approval by another government
                                         authority or of any other law that may or is reasonably likely to prevent the Company
                                         from engaging in this agreement and/or executing and conducting the Company transactions
                                         and undertakings in full pursuant to these documents.



 


		9.10.	The
                                         Company hereby declares and undertakes that as on the date of signing this agreement
                                         and as on the date of the meeting to approve the engagement pursuant to this agreement,
                                         there is and there was no existing relevant information that is supposed to be published
                                         in public in accordance with the provisions in the law that were not included in the
                                         foregoing reports.



 


		9.11.	Without
                                         derogating from the Company’s liability for its declarations and representations
                                         set forth in this section, the Company has no additional information that was not disclosed
                                         to the Lenders and which may affect the Lenders willingness to extend the loan to the
                                         Company in accordance with the conditions in this agreement. All of the Company’s
                                         declarations and representations detailed in this Section 9 will remain in effect also
                                         after this agreement is signed, and the Company will be deemed to have reiterated the
                                         aforementioned representations and declarations also on the date the loan is extended
                                         and thereafter at any time, to the exclusion of the representations detailed in Sections
                                         9.7 through to 9.10 (inclusive) above ((in respect of which the Company will report to
                                         the Lenders at any time, insofar as a material change applies in relation to these representations),
                                         and this so long as an amount that is to be paid or likely to be paid to the Lenders
                                         pursuant to this agreement which has not yet been paid.



 



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	10.	The
                                         Company’s Undertakings



 


Commencing
from the date this agreement is signed and so long as those amounts which the Company owes to the Lenders pursuant to this agreement
has not been paid in full, the Company undertakes by the undertakings detailed in this section below (and this unless Ridge waives
on behalf of the Lenders in writing the fulfillment of any of these undertakings of Ridge’s sole discretion from time to
time).


 





		10.1.	The
                                         Company will deliver to the Lenders, unless such information is reported in public by
                                         it through the MAGNA system and/or Maya:



 


		(1)	As
                                         soon as possible after the borrowers learn of such information, a notice containing a
                                         reasonable description of any legal proceeding against the Company or a threat of such
                                         legal proceedings.



 


		(2)	A
                                         copy of any document or correspondence in connection with the agreement subject matter
                                         of the fixed charge.



 


		(3)	Notice
                                         pertaining to any breach of this agreement.



 


		(4)	Any
                                         other information that is reasonably demanded by the Lenders concerning the Company’s
                                         status, insofar as this information is required to protect the Lenders rights pursuant
                                         to this agreement.



 


		10.2.	The
                                         Company will not reach and/or undertake to reach and/or reach a decision to take a financial
                                         liability or loan from a third party (to the exclusion of a financial liability by virtue
                                         of the provisions in this agreement and by virtue of the first loan agreement) and will
                                         not extend to a third party any loan and/or line of credit and/or offer a guarantee and/or
                                         undertaking to indemnify any entity to guarantee undertakings and/or liabilities of any
                                         third party.



 


		10.3.	The
                                         Company will not sell, transfer, charge, or make any other disposition of its assets
                                         or rights, other than during the regular course of its business and in accordance with
                                         the manner it conducts itself prior to the date this agreement is signed, and will not
                                         change the field of its business as it is conducted on the date of this agreement.



 


		10.4.	The
                                         Company will not complete an acquisition, merger or other similar transaction or any
                                         transaction transferring control therein (as defined in the Securities Law) to a third
                                         party. In this respect it is clarified that the Lenders are aware of negotiations pertaining
                                         to a merger with a public shell in OTC and that the Company engaging in this transaction
                                         will be brought before and approved by Rimon Gold in accordance with the first loan agreement
                                         provisions, and that no additional approvals will be required from the Lenders and/or
                                         Rimon Gold (subject to the fact that it approves the merger transaction in accordance
                                         with the provisions in the first loan agreement of its discretion) for the purpose of
                                         converting the loans as stated in this agreement and/or in the first loan agreement,
                                         to shares in the merged Company. Any merger agreement or substitution of Company shares
                                         as stated above will include provisions pertaining to the transfer of all the rights
                                         and obligations of the parties pursuant to this loan agreement and the first loan agreement,
                                         based on the same ratio of substituting the shares to be determined for the rest of the
                                         shareholders in the Company and receipt of the suitable Stock Exchange’s approval
                                         instead of the Stock Exchange’s approvals pursuant to this agreement.



 



    	 	9	 



     


    

 





		10.5.	The
                                         Company will not establish, purchase or invest in companies, partnerships or other legal
                                         entities that are not the Company’s Subsidiary Companies, and insofar as the Company
                                         transfers considerable assets and/or initiates activity through its Subsidiary Companies,
                                         as a condition precedent to investing, purchasing, transferring assets and/or initiating
                                         such activity, these Subsidiary Companies will become guarantors for its undertakings
                                         pursuant to this agreement, to Ridge’s satisfaction.



 


	 	10.6.	The Company will not execute any distribution (as defined
in the Companies Law - 5759 - 1999) including not allotting bonus shares and will not distribute dividends. Furthermore, the Company
will not repay the owners loans and will not make any payments to the interested parties in the Company to the exclusion of those
detailed in Appendix 10.6 of this agreement. Furthermore, the Company will not offer its shareholders through rights,
rights to purchase any securities, other than in accordance with the provisions in the first loan agreement.




 


		10.7.	The
                                         Company will act and will endeavor to do its best, to delete the registration of the
                                         existing charges, as defined in Section 9.6 above, as soon as possible after the signing
                                         of this agreement, at its expense, and will apprise the Lenders pertaining to such proceedings.
                                         Insofar as any of the bank accounts where the rights are, or where deposits or securities
                                         are deposited therein, subject to any of the existing charges still exist in the Company’s
                                         name (including account number 5385 at Bank Hapoalim, Herzalia Branch, in which the deposit
                                         subject matter of the permitted charge is deposited therein), the Company will refrain
                                         from executing any action in such an account, and will not transfer to such an account
                                         any amounts or assets of the Company or of any of its Affiliated Companies, including
                                         the Subsidiary Companies.



 


		10.8.	The
                                         Company will notify the Lenders in writing as soon as possible insofar as an event transpires
                                         which in the Company’s opinion gives rise to grounds to make the loan available
                                         for immediate payoff in accordance with the provisions in Section 11 below.



 


		10.9.	Without
                                         derogating from any other undertaking pursuant to this agreement and from the Lenders
                                         rights by virtue of the provisions in these agreements and the provisions in any law,
                                         the Company undertakes to indemnify the Lenders for and in connection with the full damages,
                                         costs, expenses, losses, it sustains directly as a result of making a payment late not
                                         pursuant to the due date for payment thereof pursuant to these agreements, for any reason,
                                         or as a result of a breach of the provisions in this agreement (including commissions
                                         and reasonable expenses of legal advisors that the Lenders incur from time to time),
                                         provided that all such payments are subject to Rimon Gold’s priority right in connection
                                         with the first loan agreement and the securities documents, in accordance with the provisions
                                         in Section 5.8 above.



 


	11.	Grounds
                                         For Immediate Payoff Of The Loan



 


		11.1.	In
                                         each one of the instances detailed in this section below, Ridge, of its sole discretion,
                                         may demand immediate payoff of the full balance of the loan amount extended by all the
                                         Lenders, in whole or in part, in a written notice to the Company, and the Company undertakes
                                         to immediately pay the full amount for immediate payoff, subject to the provisions below,
                                         provided that the Company was given notice of 7 days of its intention to do so and the
                                         event due to which the decision was made to demand immediate payoff pursuant to this
                                         Section 11.1 was not cancelled or dispelled within this period (and for the sake of removing
                                         any doubt, the other Lenders will not have a right to immediate payoff pursuant to this
                                         Section 11.1, subject to the provisions in Section 14.9):



 


		(1)	If
                                         the Company breaches or does not satisfy its undertakings pursuant to this agreement
                                         and/or it is evident that a declaration given by it to the Lenders in these agreements
                                         by the Company is incorrect.



 



    	 	10	 



     


    

 





		(2)	If
                                         the Company does not pay the Lenders any amount for the loan owing to the Lenders from
                                         the Company on the date fixed for payment thereof.



 


		(3)	If
                                         a receiver and/or liquidator is appointed to the Company or if a winding up resolution
                                         is reached (to the exclusion of winding up as a result of a merger with another Company
                                         that is approved in accordance with the provisions in this agreement) or if a winding
                                         up order is issued against the Company by the court or if a stay of proceedings petition
                                         is filed in connection with the Company.



 


		(4)	If
                                         an attachment order is imposed over the Company’s material assets and/or over a
                                         right and/or other asset charged pursuant to the provisions in this agreement or any
                                         part thereof or execution proceedings are initiated over material assets against the
                                         Company and the attachment order or such execution proceedings are not cancelled within
                                         30 days, or if new legal proceedings are opened against the Company, or if the existing
                                         legal proceedings are ruled on by such a manner that has a material detrimental effect
                                         on the Company’s ability to meet its undertakings pursuant to this agreement and
                                         the securities documents.



 


		(5)	If
                                         the Company files a petition to stay proceedings and/or the Company’s Board of
                                         Directors decides to file such a petition.



 


		(6)	Upon
                                         the occurrence of a detrimental change event as defined in Section 8.3 above, or other
                                         circumstances which are reasonably likely to prevent the Company from executing the Company’s
                                         undertakings pursuant to this agreement.



 


	 	11.2.	The first loan agreement is hereby amended thus also
a breach or non-fulfillment by the Company pursuant to this agreement will also constitute grounds to make the first loan available
for immediate payoff.




 


	12.	The
                                         Lender’s Declarations



 


Each
Lender declares, confirms and undertakes toward the Company, jointly and not severally with the other Lenders, as follows:


 


	 	12.1.	The Lender is a private Company duly registered, that
was founded, active and exists. The Lender is not in breach of any provision in its incorporation documents and/or any resolution
by any of its organs.



 



	 	12.2.	The Lender reached all the decisions that are required
by law and pursuant to its incorporation documents to approve this agreement.




 


	 	12.3.	There is no hindrance by law, agreement or undertaking,
whether in writing, verbal or any other manner, preventing the Lender signing this agreement, it engaging herein and fulfilling
its conditions.




 


	 	12.4.	The Lender is aware of the reporting and disclosure
obligations required by law in respect of anyone that is an interested party in a public Company. In this respect, the Lenders
jointly and severally declare that there was and will not be any agreement between them, verbal or in writing, for joint holdings
of shares in the Company.




 


	 	12.5.	The Lender has the ability and financial, economic and
business ability to analyze the granting of the loan and/or the investment in the Company’s securities and to meet all the
risks and odds of the transaction and to undertake to execute it, and the Lender has the ability to consider and understand the
tax implications associated with extending the loan and/or purchasing the Company’s offered securities of the quantity to
be allotted to it, if allotted to it.




 



    	 	11	 



     


    

 





	 	12.6.	The Lender is aware that the offered securities to be
purchased by it will be purchased without any declaration or representation or indemnification (As Is) to the exclusion of as
determined in this agreement, and the Lender will not have any claim and/or allegation against the Company and/or its shareholders
(directly or indirectly) and any of its officers and/or directors and/or employees and/or consultants and/or anyone on behalf
of all of these, relating to the Company and its status and/or the offered securities and/or the information remitted, if remitted,
in connection with the Company, other than in connection with breaches of this agreement.




 


	 	12.7.	The Lender undertakes to keep all the information it
receives in connection with the Company that is not public information, secret, including but not limited to information that
is “inside information”, if and insofar as remitted to it. The Lender is aware of the provisions in the law in respect
of the prohibition relating to use of inside information and undertakes to comply with the provisions in these laws. The Lender
is aware of the fact that the Company may be required to publish an immediate report to the public in connection with this agreement
and/or in connection with the consents relating to extending the loan, subject to the provisions in this agreement.




 


	 	12.8.	In the event not all the necessary approvals are received
by the last date to do so, the Lender will not be entitled to any compensation or indemnification due to the fact that these approvals
were not received. The Lender does not have and will not have any claim or allegation against the Company and/or anyone on its
behalf including but not limited to its officers and consultants in the event any of the suspending conditions are not fulfilled,
and this subject to the Lender’s rights to relief pursuant to the law in the event of a breach of this agreement by the
Company.




 


		12.9.	There
                                         are no agreements, whether in writing or verbal, between the Lender and a holder of shares
                                         in the Company, or between the Lender and any other body or person, in connection with
                                         the Company, to purchase or sell the Company’s securities or in respect of the
                                         voting rights in the Company.



 


	13.	Additional
                                         Conditions



 


		13.1.	Notwithstanding
                                         the provisions above and subject to the provisions in Section 10 above, insofar as by
                                         the payoff date of the full loan pursuant to this agreement the Company receives a loan
                                         from another third party (to the exclusion of a financial liability by virtue of the
                                         provisions in this agreement or the first loan agreement), each one of the Lenders pursuant
                                         to this agreement as well as Rimon Gold in connection with its loan pursuant to the first
                                         loan agreement, may notify the Company that it seeks to convert the loan conditions pursuant
                                         to this agreement and/or the first loan agreement, as applicable, under the loan conditions
                                         pursuant to that agreement of its sole discretion. It is clarified that the conditions
                                         of the new loan pursuant to such an agreement will substitute all the provisions in this
                                         agreement. 



 


		13.2.	Furthermore,
                                         it is clarified that Ridge will be entitled, of its discretion: (1) to notify the Company
                                         and Rimon Gold that it wishes to convert the principal amount of the loan extended by
                                         it to the Company of a sum of NIS 550,000 pursuant to the benefiting loan agreements
                                         of November 15, 2016 and (subject to Rimon Gold giving its written approval and Ridge’s
                                         consent in writing to the terms of this approval, which will be identical to the terms
                                         of the first benefiting loan approval extended by Ridge to the Company as stated above)
                                         of December 25, 2016 or any additional amount made available by Ridge as a loan to the
                                         Company, subject to the provisions in the first loan agreement, up to the date the loan
                                         subject matter of this agreement is approved, to the principal amount extended to the
                                         Company pursuant to this agreement, or alternatively, (2) subject to extending the loan
                                         of a total sum of NIS 3,000,000 pursuant to this agreement, to request full payoff of
                                         its loan as stated above, provided that the Company has the ability to fully payoff the
                                         loan as stated above.



 



    	 	12	 



     


    

 





	14.	Miscellaneous



 


		14.1.	Each
                                         party will bear its expenses and payment of taxes applicable to it in connection with
                                         extending the loan, unless it is expressly determined to the contrary in this agreement.
                                         The Company will bear all the commissions and payments required of it by the Stock Exchange
                                         in connection with converting the loan to shares and/or granting or exercising the investment
                                         option. Notwithstanding the provisions above, Rimon Gold will be entitled to the fact
                                         that the Company pay a sum of up to NIS 50,000 in addition to VAT stipulated by law to
                                         cover Rimon Gold’s actual expenses in connection with it approving the provisions
                                         in this agreement and the wording hereof, negotiations, and closing the first loan agreement
                                         (whereby at Rimon Gold’s request, these amounts will be paid directly to Rimon
                                         Gold’s professional consultants), and Ridge hereby agrees to guarantor Rimon Gold’s
                                         expenses incurred by the Company as stated above. 



 


		14.2.	All
                                         the amounts that the Company pays the Lenders under this agreement do not include VAT,
                                         insofar as applicable in accordance with the provisions in the law, and which is supposed
                                         to be added to these amounts by the Company (in return for a duly issued tax invoice
                                         from the Lenders). Notwithstanding the provisions above, insofar as any of the Lenders
                                         is not an authorized dealer for VAT purposes (as that Lender gives notice thereof to
                                         the Company), VAT as stated above will not be added, and the Company will issue a self-invoice
                                         as required by law in connection with such amounts.



 


	 	14.3.	This agreement and all of its appendices express the
full and exhaustive agreement between the parties in regard to the issues and matters addressed herein, and it replaces and nullifies
any representation, agreement, negotiations, custom, memorandum, offers, meeting summaries, letters of intent and/or undertakings
and any other document that existed or were exchanged, (whether in writing or verbally), concerning the issues and the matters
addressed between the parties before this document was signed. The parties view all the stipulations in the agreement as one set
of stipulations and declare that they engaged in the agreement intending to comply with all of the stipulations herein as one
set of stipulations.




 


	 	14.4.	Any change, amendment or addendum, waiver, extension,
discount or not exercising a right pursuant to this document will only be valid if executed expressly in a document signed by
all the parties to the document, and will only apply to the case that was stated in such a document and will not derogate from
the party’s other rights pursuant to this document.









 





	 	14.5. 	No conduct on the part of any of the parties will be
considered a waiver of any of the rights pursuant to this document or according to any law, or as a waiver or consent by it to
any breach or non-fulfillment of a condition in this document by the other party or as giving an extension or delay or as a change,
cancellation or addition of any condition, unless expressly made and in writing.




 



    	 	13	 



     


    

 





	 	14.6. 	Whereupon the parties did not exercise or exercised
with a delay a right granted to it pursuant to this document and/or by virtue of the law, in a given instance or series of instances,
this will not be viewed as a waiver of the said right or any other rights.




 


	 	14.7.	A provision in this document that is invalid or cannot
be enforced by a court or other tribunal pursuant to the laws of the State of Israel, will not prejudice the validity of the rest
of the provisions in this document, and the parties will uphold this document as close as possible to the original provisions
and pursuant to the spirit hereof.




 


	 	14.8.	The parties will take all further reasonable measures
(including but not limited to making payments, bearing expenses, signing additional documents and furnishing requisite approvals)
necessary to implement and execute this document.




 


	 	14.9.	Assigning
                                         Rights



 


		(1)	No
                                         party will be entitled to transfer and/or assign and/or charge in favor of a third party
                                         its rights and/or undertakings pursuant to this document without the consent of all the
                                         other Lenders (if there is more than one) in respect of this document and the consent
                                         of Rimon Gold and Ridge in advance and in writing (whereby such consent will not be withheld
                                         by Ridge and/or Rimon Gold other than based on reasonable grounds) or subject to the
                                         provisions in Section 2.3.4 and/or Section 6.6 above. In each one of the aforementioned
                                         instances the Lender will send a written notice in advance pertaining to such a transfer
                                         to the Company, and the transferee will agree in writing to assume the provisions in
                                         this agreement.



 


		(2)	Notwithstanding
                                         the provisions above, each Lender (and each transferee of such a Lender) may at any time,
                                         of its sole discretion and without the need to obtain the Company's consent or the consent
                                         of the other Lenders, endorse, assign and/or charge its rights and obligations in connection
                                         with the loan, conversion thereof and/or by virtue of the investment option, in whole
                                         or in part, to parties affiliated with that Lender (whereby for the purpose of this agreement,
                                         in respect of Rimon Gold, will be defined as Yair Goldfinger and any Company under his
                                         control and any Company constituting part of the trust assets in his favor, and in respect
                                         of any other Lender, will be defined consensually in writing between that Lender, the
                                         Company and Rimon Gold), provided that the Lender sends written notice in advance pertaining
                                         to such a transfer to the Company, and that the transferee agrees in writing to assume
                                         the provisions in this agreement.



 


		(3)	Notwithstanding
                                         all of the above, insofar as Rimon Gold is the transferee of any of the loan amounts
                                         pursuant to this agreement, whether pursuant to the provisions in Section 2.3.4 or 4
                                         or 6.6 or pursuant to the provisions in Section 14.9(1) above, the following provisions
                                         will apply: (a) the securities agreements that were created and/or that will be created
                                         by virtue of the first loan agreement will be amended by such a manner that also guarantees
                                         the Company’s undertakings to Rimon Gold pursuant to this agreement, (b) all the
                                         rights granted pursuant to this agreement personally to Ridge pursuant to Sections 5.7,
                                         10 and 11 of this agreement will be granted parallel and separately also to Rimon Gold
                                         (and in respect of Section 5.7 the provision above will apply also if another Lender
                                         extends higher loan amounts, in addition to that Lender’s right), (c) any breach
                                         or non-fulfillment of the provisions in the first loan agreement and the securities documents
                                         that were created and will be created by virtue thereof will be considered a breach and
                                         grounds for immediate payoff of this agreement in respect of Rimon Gold, and (d) in the
                                         event any one of the grounds listed in Section 11 are satisfied for immediate payoff
                                         of the loan, Rimon Gold (and any transferee of Rimon Gold) may transfer, assign, endorse
                                         and/or charge its rights and obligations in connection with the first loan agreement
                                         and/or the loan, conversion thereof and/or the securities documents and/or by virtue
                                         of the investment option, in whole or in part, to a third party of its sole discretion
                                         and subject to giving notice to the Company and the transferee signing this agreement
                                         as stated above (and notwithstanding any other provision in this agreement and/or in
                                         the first loan agreement).



 



    	 	14	 



     


    

 





		(4)	The
                                         Company undertakes to act in cooperation insofar as necessary to organize the transfer,
                                         endorsement, assignment and/or charge by Rimon Gold or any other Lender in accordance
                                         with the provisions in this section, including signing any document, form or agreement
                                         necessary in connection thereto. Insofar as such a change causes the Company to incur
                                         expenses, they will be paid at the expense of and by the relevant Lender.



 


	 	14.10.	This document will not be considered an agreement that
was executed in favor of a third party, and no third party will have a right to a claim by virtue hereof or by virtue of any of
its sections or provisions against any of the parties hereto, to the exclusion of authorized transferees of the Lender subject
to the provisions in Section 14.9 above.




 


	 	14.11.	This document will be construed solely in accordance
with the Israeli law. In the event of differences of opinion between the parties or in connection with any enforcement of any
of the parties’ rights pursuant to this agreement and the securities documents, they will address the competent court in
the city of Tel-Aviv- Yafo only.




 


	 	14.12.	Notices pursuant to this document will be in writing
and sent by registered mail, via electronic mail, by facsimile or hand delivered, to the parties addresses stated at the end of
this document or to other addresses that the parties give notice thereof in accordance with the provisions in this section. Any
notice that is sent by one party to another via registered mail will be considered as having reached the recipient seven days
of it being delivered to the post office; a notice that is hand delivered by 17:00 on a given business day - will be considered
as received upon being delivered, and if delivered after 17:00 on a given business day - the day after it is delivered; a notice
that is sent via electronic mail, will be considered as received on the first business day after the date the email was sent;
and a notice that was sent via facsimile - one business day (instead of the day it is received) following the day it was transmitted
by facsimile, as confirmed by the machine message from which it was transmitted.




 


	 	14.13.	The parties will not disclose to third parties any details
concerning any of the conditions in this agreement. The provisions above will not apply to disclosing information that is required
by virtue of the provisions in the law or a demand from an authorized authority, information that has become public domain, information
remitted to shareholders, officers, employees, consultants, affiliated parties or investors (existing or potential) of any of
the parties.







 



    	 	15	 



     


    

 





In
Witness Whereof We Hereto Set Our Hands:


 





 


	/s/
                                         Or Eisenberg                      

                                                                                                 Wize
        Pharma Ltd.

                                                                                                                                              

        Date:
        12/1/2017

         

        Address:
         2 Hamanofim, Herzalia

         

        c/o:
        Or Eisenberg, CEO

         

        Fax:
        072-2600537

         

        E-Mail:
        or@wizepharma.com

         

        

        The
        undersigned hereby gives its approval for the Company to engage in this loan agreement and to fulfill the provisions herein,
        and to amend the first loan agreement as detailed above, all in accordance with and subject to the provisions in this
        agreement:

         
	 	/s/
                                         Priscilla Julie                                   

                                                                                                 Ridge
        Valley Corporation

                                                                                                                                 

        Date:
        19/01/2017

         

        Address:
206 Premier Building, Mahe Seychelles

         

        c/o:
        Priscilla Julie

         

        Fax:
        N/A

         

        E-Mail:
        ioccs@seychelles.net

         

	Rimon
        Gold Assets Ltd.

                                                                                                                                                       

        Date:
        ________

         

        Address:
        32 A Habarzel Tel Aviv

         

        c/o:
        CPA Abir Raveh

         

        Fax:
        03-7676990

         

        E-Mail:
        Abir@raveh-ravid.co.il

         

         
	 





 



    	 	16	 



     


    

 








Appendix
9.1


 


Subsidiary
Companies


 


Ocu
Wize Ltd.


 


Wizecon
bio Inc. – a Company in the USA, blank and inactive


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	17	 



     


    


 





Appendix
9.8


 


The
Legal Proceeding


 


For
details that were reported by the Company concerning legal proceedings see Note 4B of the Company’s quarterly report of
September 30, 2016 as reported on November 30 , 2016 (Reference Number: 2016-01-135091).


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



    	 	18	 



     


    









 


Appendix
10.6


Payments
to Interested Parties


 


		1.	The
                                         Chairman of the Board of Directors services agreement with Mr. Ron Meron through a Company
                                         owned by him as approved by the General Meeting of the Company’s Shareholders on
                                         September 30, 2015, and as amended and approved by the General Meeting of the Company
                                         shareholders on November 23, 2016. The Company confirms that as on the date this agreement
                                         is signed, to the exclusion of a current debt, it does not owe Mr. Meron any amounts,
                                         including but not limited to services he renders to the Company.



 


		2.	The
                                         term in office conditions and employment agreement with the Company's acting CEO and
                                         CFO, Mr. Or Eisenberg, as approved by the General Meeting of the Company shareholders
                                         of September 30, 2015. The Company confirms that as on the date this agreement is signed,
                                         to the exclusion of a current debt, it does not owe Mr. Eisenberg any amounts, including
                                         but not limited to services he renders to the Company.



 


		3.	The
                                         rendering of strategic consultancy services agreement with Mr. Noam Dannenberg through
                                         a Company he owns, as approved by the General Meeting of the Company’s Shareholders
                                         on September 30, 2015. The Company confirms that as on the date this agreement is signed,
                                         to the exclusion of a current debt, it does not owe Mr. Dannenberg and/or the Company
                                         he owns any amounts, including but not limited to services they render to the Company.



 


		4.	The
                                         directors payment in accordance with the Companies Regulations (Rules Pertaining To Payments
                                         and Expense to External Directors), 5760 - 2000, for directors in office and those who
                                         will serve in office for the Company from time to time in accordance with the Company's
                                         organs approval pursuant to the law.



 


		5.	The
                                         insurance policies insuring the liability of directors and officers in the Company, its
                                         Subsidiary Companies and Affiliated Companies, including but not limited to directors
                                         and officers who are controlling shareholders in the Company, as in effect from time
                                         to time, as approved by the General Meeting of the Company shareholders on June 24, 2015.



 


		6.	An
                                         exemption of liability and indemnification undertaking instrument for all the officers
                                         and directors in the Company and/or in the Company's Subsidiary Companies, including
                                         but not limited to officers and directors who are and/or their relatives are controlling
                                         shareholders in the Company and officers and directors whereby the controlling shareholders
                                         in the Company have a personal interest in their terms in office and employment conditions,
                                         as serving in the Company and/or in the Company's Subsidiary Companies from time to time,
                                         as approved by the General Meeting of Company shareholders of June 24, 2015.



 


		7.	It
                                         is hereby clarified that the Company may, of its sole discretion, terminate the engagements
                                         with the service providers detailed in Sections 1-3 above and substitute them with other
                                         service providers provided that the cost to the Company for substituting such service
                                         providers does not exceed the cost paid on the date this agreement is signed, as detailed
                                         in Sections 1-3 above.



 


 


 


19