Exhibit 10.21


 


	20th of March 2016	Unofficial
                                         English Translation from Hebrew



 


Convertible Loan Agreement


 


	1.	At the
                                         request of Wize Pharma Ltd. public co. no. 520033259 (the “Company”), Rimon
                                         Gold Assets Ltd. co. no. 514819424 (the “Lender”) hereby agrees to provide
                                         a convertible Loan in favor of the Company under the terms set forth in this agreement,
                                         and the Company agrees to accept the Loan from the Lender under the terms of this agreement
                                         as set forth hereafter:



 


		1.1.	The
                                         Loan is in the sum of 2,000,000 NIS (in words: two million NIS). The Loan will be provided
                                         for a period of eighteen months starting from the date it is in fact provided to the
                                         Company (the “Loan Period”).



 


		1.2.	The
                                         Loan will be provided to the Company’s bank account, the details of which will
                                         be given to the Lender beforehand in writing by the Company, by way of a bank transfer,
                                         in NIS, immediately after all the preliminary terms for providing the Loan have been
                                         fulfilled, as set forth in section 7 hereafter (the “Closing Date”).



 


		1.3.	The
                                         last date for the Closing Date is 60 days after the parties have signed this agreement
                                         (the “Last Date”), after which this agreement will expire without the need
                                         for any notice or any other action, and the Lender will not have any liability with respect
                                         to providing the Loan to the Company or in connection with this agreement, subject to
                                         the provisions of section 7.5 hereafter.



 


	2.	The Loan
                                         sum will serve the Company for its routine needs as existing from time to time, and in
                                         any event it will not serve for returning any financial debts by the Company, or other
                                         debts, except in the ordinary course of the Company’s business as conducted as
                                         of the date of signing this agreement.



 


	3.	Repaying
                                         the Loan and the Terms of the Loan



 


		3.1.	The
                                         Loan bears annual interest at the rate of 4% (the “Interest”). The interest
                                         will be paid at the end of the Loan Period together with the principal sum of the Loan,
                                         including by way of converting the Loan into Company shares. The principal sum together
                                         with the interest will be hereinafter referred to as the “Loan”.



 


		3.2.	To
                                         the extent that the sum of the Loan will not be paid to the Lender in full or converted
                                         by the time stipulated in accordance with the provisions of this agreement (the “Loan
                                         Maturity Date”), the sum of the Loan will bear Late Payment Interest from the Loan
                                         Maturity Date at the annual rate of 10% (the “Late Payment Interest”).



 


		3.3.	The
                                         principal sum of the Loan and the interest are not linked to any linkage base.



 


		3.4.	Any
                                         payment on account of repaying the Loan will first be imputed to the interest and/or
                                         the Late Payment Interest, and afterwards to the principal sum of the Loan, subject to
                                         the provisions of section 4.2 hereafter.



 






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		3.5.	All
                                         the payments to the Lender which shall be made according to this agreement will be free
                                         and clear from any tax and deduction of the Company, and they will be made without any
                                         offset or counter claims, and without any deductions.



 


		3.6.	If
                                         the Company is required at any time, according to any law, to deduct tax which applies
                                         to it for any payment due to the Lender in accordance with this agreement, the sum due
                                         from the Company will be increased by the amount required in order to ensure that after
                                         the deduction or the payment as mentioned the Lender will receive at the date of payment,
                                         the net sum, which equals that sum that it would have received if the deduction or payment
                                         as mentioned had not been required (except for taxes that by their nature apply to the
                                         Lender such as the Lender’s income tax). The Company will pay to the relevant tax
                                         authority the entire sum that it must deduct or deduct from source, within the period
                                         set forth this according to the relevant law, and the Company will immediately give the
                                         Lender all receipts, approvals, and/or any other proof, which indicate the sums which
                                         were paid or which are paid for any deduction or payment of tax as mentioned.



 


		3.7.	The
                                         Company will not be entitled to repay the Loan by early payment in full or in part, unless
                                         the Lender has given its prior written consent to this according to its exclusive discretion.



 


		3.8.	Payments
                                         from the Company to the Lender according to this agreement will be made to the bank account
                                         in respect of which the Lender shall notify the Company in writing in accordance with
                                         the provisions of this agreement.



 


	4.	Converting
                                         the Loan



 


		4.1.	At
                                         any time starting from the date the Loan was provided to the Company, the balance of
                                         the Loan (principal and interest) may be converted into the Company’s shares, in
                                         full or in part, according to the Lender’s exclusive discretion.



 


		4.2.	Any
                                         sum that will be converted into shares will be considered as paid in fact on account
                                         of the Loan (principal and interest for the converted principal sum which has accumulated
                                         until that time).



 


		4.3.	The
                                         Lender may convert the Loan by giving a written notice to the Company regarding its wish
                                         to convert the Loan (the “Conversion Notice”). The notice as mentioned will
                                         detail the Loan sum which the Lender wishes to convert into Company shares (principal
                                         and interest which has accumulated up to the conversion date for part of the principal
                                         as mentioned) (the “Converted Loan”), however, no less than 100 thousand
                                         NIS in each conversion notice as mentioned.



 


		4.4.	The
                                         quantity of shares that will be received in the conversion (the “Conversion Shares”)
                                         will be determined according to the result of dividing the balance of the Converted Loan
                                         by 63.58 agurot (the “Exercise Price”). For example: if a half year later
                                         the Lender decided to convert 1,000,000 NIS with additional interest in the amount of
                                         20,000 NIS for the period– the Lender will receive 1,604,278 shares in the Company).



 


		4.5.	In
                                         the event of a conversion the Conversion Shares will be issued within 7 business days
                                         after the conversion notice has been received by the Company (the “Issue Date”)
                                         and in accordance with the Stock Exchange rules and according to any law. To the extent
                                         required, the parties will cooperate for completing the issue of the shares including
                                         providing information the required for reporting or publishing statements according to
                                         law and they will sign the documents required for this purpose.



 






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		4.6.	Adjustments
                                         as a result of issuing bonus shares, participating in the issue of rights, distribution
                                         of dividends, and the consolidation or distribution of capital:



 


		4.6.1.	In
                                         the event that the Company will distribute bonus shares when their effective distribution
                                         date applies during the period in which the Loan can be converted, then the number of
                                         Conversion Shares which the Lender will be entitled to receive upon converting the Loan
                                         will increase, and this is by adding a number of the shares that the Lender would have
                                         been entitled to as bonus shares had it converted the entire balance of the Loan at the
                                         effective distribution date.



 


		4.6.2.	If
                                         the Company’s shareholders will be offered by way of rights, rights to purchase
                                         any securities, the number of Conversion Shares will be adjusted to the bonus component
                                         in the rights as it is expressed by the ratio between the closing rate of the Company’s
                                         shares on the Stock Exchange on the last trading day before the EX day and the base rate
                                         “EX rights”, as shall be determined by the Stock Exchange.



 


		4.6.3.	In
                                         the event that the Company shall distribute a dividend when the effective date of its
                                         distribution is during the period in which the Loan can be converted, then the exercise
                                         price for the balance of the Loan which has not yet been converted up to that time will
                                         be reduced, by multiplying it by the ratio between the base rate of the Company’s
                                         shares on the Ex dividend trading day as shall be determined by the Stock Exchange, and
                                         the closing rate in the Stock Exchange of the Company’s shares on the last trading
                                         day before the Ex day, provided that the exercise price will not be less than the par
                                         value of the Company’s shares.



 


		4.6.4.	In
                                         the event of a consolidation or distribution of the Company’s share capital, an
                                         adjustment will be made of the Conversion Shares in the same manner in which it will
                                         be made in respect to the rest of the Company’s shares.



 


	5.	Sureties



 


		5.1.	For
                                         securing repayment of the Loan and the performance of the Company’s other undertakings
                                         by the Company as mentioned in this agreement and in the Sureties Documents, right after
                                         signing this agreement and in any event before the Closing Date, and as a condition to
                                         it, the Company will pledge and register in the Companies Registrar in favor of the Lender:
                                         (1) a single first ranking floating charge without any sum limit– on all the assets,
                                         the money, the property and the rights of any type and kind without any exception that
                                         the Company has now and that it shall have in the future at any time and in any manner,
                                         and (2) a first ranking fixed charge and assignment by way of the charge, without any
                                         sum limit, of all the Company’s rights, including the distribution rights and the
                                         right to purchase additional distribution rights, by virtue of the Exclusive License
                                         and Distribution Agreement between the Company and Resdevco Ltd. which was signed on
                                         the 1st of May 2015, as amended on the 22nd of November 2015 and
                                         as shall be amended from time to time (hereinafter the “Distribution Agreement”
                                         and jointly referred to as the “Pledged Assets”).



 






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		5.2.	The
                                         versions of the pledge agreements are attached to this agreement as appendix 5.2 (the
                                         “Sureties Documents”).



 


		5.3.	The
                                         Company undertakes, without derogating from any undertaking in the surety agreements:
                                         (a) not to pledge any asset of the Company’s assets (including the Pledged Assets),
                                         not to mortgage it, not to assign the Pledged Assets by way of a pledge, not to provide
                                         it as any other surety of any type or as another surety for any obligation, of the Company
                                         or of the Company’s subsidiary or of others, in favor of any third party; (b) to
                                         pay on time and according to any law, all the taxes, the fees, the levies and the obligatory
                                         payments of any type and kind which are imposed and/or shall be imposed on and/or with
                                         respect to the Pledged Assets and/or on any income arising from it; (c) not to institute
                                         any proceedings with respect to the Pledged Assets that could cause any harm and/or derogation
                                         from the ability of the Lender to realize the pledges as mentioned; (d) to immediately
                                         notify the Lender of any event of a loss, expropriation, lien, seizure or confiscation
                                         of the Pledged Assets, the instating of any execution action and/or other realization
                                         proceedings with respect to the Pledged Assets, of any event of the issuing of any injunctions
                                         and/or mandatory orders with respect to the Pledged Assets and of any event of a claim
                                         of any right regarding the Pledged Assets; (f) to immediately notify any body and/or
                                         person who instituted such action as mentioned of the pledge in favor of the Lender,
                                         and to immediately take at their expense all the measures required for the immediately
                                         cancellation of each of the actions set forth above; (f) to allow the Lender to receive
                                         details with respect to the Pledged Assets, as shall be required by the Lender from time
                                         to time. Notwithstanding the aforesaid, the Company will be entitled to assign its rights
                                         of any type to a subsidiary under the Company’s control (when control of a subsidiary
                                         for the purpose of this agreement is any Company in which the Company hold over 80% of
                                         its outstanding share capital and voting rights) (any such Company as mentioned a “Subsidiary”)
                                         and this is provided that in addition to the pledges in the Company in favor of the Lender,
                                         as set forth in section 5.1 above and in the Sureties Documents, and as a condition to
                                         the assignment as mentioned, the same pledges in favor of the Lender will also be registered
                                         in the subsidiary, as these exist in the Company and subject to the provisions of section
                                         9.4 hereafter. In such case, the Company will notify the Lender in advance and in writing
                                         regarding such assignment as mentioned.



 






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	6.	The
                                         Right of Future Investment



 


		6.1.	The
                                         Company hereby grants the Lender, starting and subject to the Closing Date and the actual
                                         providing of the Loan by the Lender, a right to participate in any future issuance of
                                         the Company’s securities, whether private or public (in accordance and subject
                                         to the provisions of section 6.1.2 hereafter), during a period of 24 months after the
                                         Loan was provided to the Company, in the aggregate sum (with respect to all the issuances
                                         as mentioned in which the Lender will choose to participate) will not exceed one and
                                         a half times the Loan sum, in other words 3,000,000 NIS (in words, three million NIS)
                                         according to the decision of the Lender according to its exclusive discretion, and the
                                         price per share which will reflect a discount of 15% with respect to the lowest price
                                         per share which will be determined for the purpose of any issuance of securities which
                                         the Lender will choose to participate in, respectively (the “Right of Future Investment”),
                                         and this is as set forth hereafter:



 


		6.1.1.	Immediately
                                         after signing a private placement agreement with an investor, the Company will forward
                                         a written notice to the Lender which sets forth the terms of the investment. For 5 business
                                         days afterwards the Lender will be entitled to notify the company in writing regarding
                                         joining the issuance of shares and this s without any right to change the terms of that
                                         issuance is shares, except for payment to the Company for the issued shares which shall
                                         reflect a discount of 15% with respect to the lowest price which was determined for that
                                         issuance. From the moment the Lender has notified as mentioned, it will be required to
                                         participate in the issuance of shares without any right to retract.



 


		6.1.2.	Right
                                         after the completion of a public offering of the Company’s securities (the “Public
                                         Offering”), the Company will transfer to the Lender a written notice setting from
                                         the terms of the public offering. As part of the future right of investment, the Lender
                                         will have the right, for a period of 10 business days afterwards, to notify the Company
                                         in writing regarding its wish to invest in the Company and in the framework of a private
                                         placement of the Company which shall take place within 15 days after the notice date
                                         as mentioned, from the Lender to the Company subject to receiving all the approvals required
                                         for this purpose at that time), including the sum that it intends to invest as mentioned,
                                         under the same terms of the public offering of securities except for the payment to the
                                         Company of the issued shares which will reflect a discount of 15% in respect to the lowest
                                         price that was determined in the public offering of securities.



 


		6.2.	Exercising
                                         the right to invest will be subject to the Stock Exchange rules and any statutory provisions.



 


		6.3.	To
                                         the extent that for reasons which are not dependent on the parties, additional approvals
                                         will be required in the future with respect to exercising the right to invest, the Company
                                         will make its maximum effort to obtain these approvals at the Company’s expense
                                         (and the Lender will reasonably cooperate with it), and to the extent that notwithstanding
                                         the Company’s efforts as mentioned above the required approvals will not be obtained,
                                         the Company will pay to the Lender, within 60 days after the Lender will have the possibility
                                         of exercising the right of future investment for the first time (and this is without
                                         derogating from any other remedy which shall be available to the Lender to the extent
                                         that the Company has breached its undertakings according to this agreement before that
                                         time in a manner which adversely impacts exercising the right of future investment),
                                         a one- time payment in the sum of 200,000 NIS (two thousand NIS) for a refund of the
                                         Lender’s expenses with respect to the contractual engagement and the performance
                                         of this agreement.



 






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	7.	Preliminary
                                         Conditions



 


The
Lender will provide the Loan to the Company subject to the fulfillment of the following preliminary conditions:


 


		7.1.	The
                                         Company, by the CEO of the Company, has notified the Lender in writing, that the approval
                                         of the Company’s board of directors has been received, and an approval of the Stock
                                         Exchange for the registration of the Conversion Shares, which constitute all the approvals
                                         required for the Company with respect to the signing and performance of this agreement,
                                         including regarding the issue of converting the Loan and granting the right of future
                                         investment, however this is except for the approval of the Stock Exchange, and the approval
                                         of the authorized organs in the Company, to the extent required, with respect to exercising
                                         the right of future investment (the “Required Approvals”), and that all the
                                         other preliminary conditions set forth in this section 7 have been fulfilled. For the
                                         sake of avoiding doubt the Company alone will bear all the costs required for receiving
                                         the required approvals and/or any additional approval required for performing this agreement.



 


		7.2.	All
                                         the sureties pertaining to the Sureties Documents have been lawfully signed and created.



 


		7.3.	At
                                         the time of providing the Loan the Company is not in breach of any of its undertakings
                                         or its representations according to this agreement or the Sureties Documents, and it
                                         will not be in such breach following the provision of the Loan.



 


		7.4.	As
                                         of the date of providing the Loan, no event, change or other circumstance has existed
                                         which could constitute (or which could reasonably constitute) an adverse material change
                                         of its business, its financial situation, its assets or the results of the Company (an
                                         “Adverse Change Event”).



 


		7.5.	To
                                         the extent that these preliminary conditions are not fulfilled by the last date for their
                                         fulfillment, the Company will pay the Lender, within 7 days after the last date (and
                                         this is without derogating from any other remedy that will be available to the Lender
                                         to the extent the Company breached its undertakings according to this agreement before
                                         that time) a one- time payment in the amount of 50,000 NIS (fifty thousand NIS) for a
                                         refund of the Lender’s expenses, with respect to entering into this agreement,
                                         and it will order his attorney to remove the pledges which have been created according
                                         to the Sureties Documents as soon as possible (to the extent these have been created).



 


	8.	The
                                         Company’s Representations



 


The
Company hereby represents to the Lender as follows, and confirms that it is aware that the Lender has relied on the Company’s
representations, its statements and its undertakings set forth in this section hereafter.


 


		8.1.	The
                                         Company is a public Company lawfully registered in Israel, which has been established,
                                         which acts and exists in accordance with the laws of the State of Israel, and whose shares
                                         are traded on the Stock Exchange in Israel. The Company is not in breach of any provision
                                         of its corporate documents, and/r any decision of any organ of the Company. The Company
                                         has no subsidiaries or any other holdings in the Company or partnership or any other
                                         legal entity, except companies that meet the definition of subsidiaries according to
                                         this agreement as set forth in appendix 8.1 of this agreement, and none of them are active
                                         as of this time or own any material assets.



 






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		8.2.	The
                                         Company has adopted the decisions required according to law and according to its corporate
                                         documents for approving this agreement, for creating the sureties, for giving the possibility
                                         of converting the Loan and for giving the right of future investment to the Lender according
                                         to this agreement.



 


		8.3.	Except
                                         for the approvals required as set forth in section 8.2 above, there is nothing preventing
                                         the Company, whether according to law, agreement, or undertaking whether verbal or written
                                         or in any other manner, from signing this agreement, entering into this agreement and
                                         performing its terms.



 


		8.4.	The
                                         Company entering into this agreement and the Sureties Documents, and performing its undertakings
                                         pursuant to them, constitute a legal, valid, binding and enforceable undertaking of the
                                         Company.



 


		8.5.	The
                                         Company signing this agreement and the Sureties Documents, and performing its undertakings
                                         pursuant to them, including realizing any surety which has been created or given in accordance
                                         with this agreement and/or a document of the Sureties Documents, do not contradict and
                                         they will not contradict in any aspect: (a) any law that applies to the Company; (b)
                                         the Company’s corporate documents and/or any of the resolutions that were adopted
                                         (and which are valid) by the Company; or (c) an agreement and/or other document that
                                         the Company is party to and/or that binds the Company, and they will not cause a breach
                                         of the agreement and/or any other document as mentioned.



 


		8.6.	The
                                         pledges created in accordance with the Sureties Documents confer a preferred surety interest,
                                         of the ranking and type described in the Sureties Documents (subject to statutory preferred
                                         obligations that could have a preferred ranking to the pledges according to the Sureties
                                         Documents regarding the assets pledged pursuant to them); the pledges which have been
                                         created as mentioned according to the Sureties Documents cannot be cancelled or nullified
                                         in the event of insolvency or liquidation of the Company. except for the permitted pledge,
                                         as defined hereafter, the Company did not create (directly or indirectly) any pledge
                                         on an existing asset or right of the Company or of companies affiliated to the Company,
                                         including subsidiaries, in favor of any third party except for the Lender. Except for
                                         the permitted pledge, all the pledges listed in the extract of the Registrar of Companies
                                         which is attached hereto as appendix 8.6 of this agreement (the “Existing Pledges”),
                                         are historic pledges regarding assets which are not owned or used by the Company, and
                                         which have been sold or remitted in the framework of a creditors’ settlement before
                                         the time of this agreement (including and without derogating from the generality of the
                                         aforesaid, pledges regarding deposits, securities, rights in shares of held companies
                                         or subsidiaries and the like).



 







The
“Permitted Pledge” is first ranking fixed pledge no. 16 which was created on the 8th of June 2015, which
appears in the extract of the Registrar of Companies, as of the date of this agreement, in favor of Bank Hapoalim Ltd. on a Shekel
deposit in the sum of 40,000 NIS including its proceeds, in account no. 5385 in Bank Hapoalim Herzliya branch. Notwithstanding
the aforesaid in the extract of the Registrar of Companies, that this pledge is not limited by sum, this pledge is limited to
that Shekel deposit in the sum of 40,000 NIS only and its proceeds.


 






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		8.7.	The
                                         distribution agreement is in force and the Company is not in breach of any provision
                                         of this distribution agreement, and in addition, the Company is not aware of any intention
                                         to cancel the distribution agreement or any part of it, to perform changes in it or to
                                         reduce the period of the agreement as mentioned. A true copy of the distribution agreement
                                         has been given to the Lender. Without derogating from the generality of the aforesaid,
                                         entering into this agreement or performing it does not affect the validity or terms of
                                         the distribution agreement or lead to the acceleration of the performance of the Company’s
                                         undertakings, or confer any cause to any third party to cancel it, change it, shorten
                                         it, or demand the acceleration of undertakings by its virtue as mentioned.



 


		8.8.	No
                                         liquidation proceedings have been instituted against the Company, no notice or warning
                                         have been received at the Company of the intention to institute such proceedings, and
                                         the Company is not aware of any cause of action which could lead to the instituting of
                                         such proceedings.



 


		8.9.	Except
                                         for legal proceeding which the Company has reported in its public statements as mentioned
                                         in appendix 8.9 of this agreement, and which cannot materially adversely affect the Company’s
                                         ability to meet its undertakings according to this agreement and the Sureties Documents,
                                         no legal proceedings or investigations are pending against the Company, its shareholders
                                         and/or its officers in the Company, and the Company is not aware of any threat by any
                                         party to institute such proceedings.



 


		8.10.	The Company
                                                                                                                                                                                           is not aware that it is in breach of any legal proceeding, order, instruction, approval,
                                                                                                                                                                                           judicial decision or decision or approval of any other government authority or of any
                                                                                                                                                                                           other law that could reasonably prevent the Company from entering into this agreement
                                                                                                                                                                                           and/or the Sureties Documents and/or execute and perform the Company’s undertakings
                                                                                                                                                                                           in full according to these documents.



 


		8.11.	Without derogating
                                                                                                                                                                                          from the Company’s liability to the representations and statements set forth in
                                                                                                                                                                                          this section, the Company does not have any additional information that was not disclosed
                                                                                                                                                                                          to the Lender, and which could have affected the Lender’s willingness to provide
                                                                                                                                                                                          the Loan to the Company in accordance with the terms of this agreement. All the representations
                                                                                                                                                                                          and statements of the Company set forth in this section 8 will remain in force even after
                                                                                                                                                                                          this agreement is signed, and the Company will be regarded as if it has repeated these
                                                                                                                                                                                          representations and statements even after the Loan was provided, and at any time afterwards,
                                                                                                                                                                                          except for the representations set forth in sections 8.7 to 8.10 (inclusive) above, and
                                                                                                                                                                                          this is as long as any sum exists which is paid, or that could be paid, to the Lender
                                                                                                                                                                                          according to this agreement or the Sureties Documents which has not yet been paid.



 


	9.	The
                                         Company’s Undertakings



 


Starting
from the date of signing this agreement, and as long as the sums which the Company owes to the Lender according to this agreement
and according to the Sureties Documents have not been fully repaid, the Company undertakes to perform the undertakings set forth
in this section hereafter (and this is unless the Lender has waived in writing the performance of any of these undertakings according
to its exclusive discretion from time to time).


 






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		9.1.	The
                                         Company will deliver to the Lender, unless the information as mentioned was publicly
                                         reported by it:



 


		9.1.1.	A
                                         notice including reasonable details of any legal proceeding against the Company or threat
                                         to institute such legal proceedings as soon as possible after the Lender became aware
                                         of this.



 


		9.1.2.	A
                                         copy of any document or correspondence with respect to the agreement pertaining to the
                                         fixed charge.



 


		9.1.3.	A
                                         notice of any breach of this agreement or any of the Sureties Documents.



 


		9.1.4.	Any
                                         other information which shall be reasonable required by the Lender regarding the Company’s
                                         situation, to the extent this information is required in order to protect the Lender’s
                                         rights according to this agreement and/or according to the Sureties Documents.



 


		9.2.	The
                                         Company will not take and/or undertake to take and/or adopt a decision to take any financial
                                         obligation or Loan from any third party (except for a financial obligation by virtue
                                         of the provisions of this agreement) and it will not grant to any third party a Loan
                                         and/or credit and/or guarantee and/or undertaking to indemnify any entity for guaranteeing
                                         the undertakings and/or the obligation of any third party.



 


		9.3.	The
                                         Company will not sell, transfer, pledge, or perform any other disposition in its assets
                                         or rights, except during its ordinary course of business, and in accordance with the
                                         manner of its conduct before the date of this agreement, and it will not change the field
                                         of its business as this is conducted as of the date of this agreement.



 


		9.4.	The
                                         Company will not complete a purchase, merger or other similar transaction or any transaction
                                         which will transfer the control in it (as defined in the Securities Law) to a third party.
                                         Furthermore, the Company will not establish, purchase or invest in companies, partnerships
                                         or other legal entities and it will not transfer material assets and/or initialize activities
                                         by its existing subsidiaries, except for the subsidiaries, and to the extent, that as
                                         a condition to the investment, purchase, transfer of assets and/or initializing of such
                                         activities, these subsidiaries will become a guarantee of its undertakings according
                                         to this agreement, and they will create pledges on their assets in accordance with the
                                         provisions of this agreement, to the satisfaction of the Lender.



 


		9.5.	The
                                         Company will not perform any distribution (as defined in the Companies Law – 5759
                                         – 1999) and it will not issue bonus shares and it will not distribute dividends.
                                         Furthermore, the Company will not return shareholders Loans and it will not pay any payments
                                         to interested parties in the Company except as set forth in appendix 9.5 of this agreement.



 


		9.6.	The
                                         Company will act, and it will do its best, to remove the registration of the existing
                                         pledges, as defined in section 8.6 above, as soon as possible after signing this agreement,
                                         at its expense, and it will update the Lender regarding the removal process as mentioned.
                                         To the extent that any of the bank accounts the rights in which, or the deposits or securities
                                         deposited in them, are subject to any of the existing pledges still exist in the Company’s
                                         name (including account no. 5385 in Bank Hapoalim Herzliya branch, in which the deposit
                                         pertaining to the permitted pledge is deposited), the Company will refrain from performing
                                         any activities in this account, and it will not transfer to such account any sums or
                                         assets of the Company or of any of the companies affiliated with it, including the subsidiaries.



 






    	 	9	 



     


    

 


		9.7.	The
                                         Company will notify the Lender in writing as soon as possible to the extent that an event
                                         will exist which according to the Company constitutes a cause for rendering the Loan
                                         immediately payable in accordance with the provisions of section 10 hereafter.



 


		9.8.	Without
                                         derogating from any other undertaking according to this agreement, and the Sureties Documents,
                                         and the Lender’s rights by virtue of the provisions of these agreements and the
                                         provisions of any law, the Company undertakes to indemnify the Lender for and with respect
                                         to all the damage, the costs, the expenses, the losses, which it shall incur directly
                                         as a result of paying any payment at a delay, not in accordance with its payment date
                                         stipulated in these agreements, for any reason, or as a result of a breach of the provisions
                                         of this agreement or the Sureties Documents (including fees and reasonable expenses of
                                         legal advisors which the Lender will pay from time to time).



 


	10.	Causes
                                         for Rendering the Loan Immediately Payable



 


		10.1.	In each
                                                                                                                                                                                          of the cases set forth in this section hereafter, the Lender will be entitled to declare
                                                                                                                                                                                          the entire balance of the Loan which it gave, all or in part, immediately payable, in
                                                                                                                                                                                          a written notice to the Company, and the Company undertakes to immediately pay any sum
                                                                                                                                                                                          which shall be declared immediately payable by the Lender:



 


		10.1.1.	If
                                         the Company breaches or does not perform any undertaking of the Company’s according
                                         to this agreement and/or according to the Sureties Documents and/or if it turns out that
                                         any statement that was given to the Lender in these documents or by the Company is not
                                         true.



 


		10.1.2.	If
                                         the Company does not pay any sum to the Lender for the Loan which will be due to the
                                         Lender from the Company at the time set for its payment.



 


		10.1.3.	If
                                         a receiver is appointed and/or liquidator to the Company or if a resolution to liquidate
                                         the Company was adopted or if a liquidation order was issued against the Company by the
                                         court or if a motion to freeze proceedings is filed with respect to the Company.



 


		10.1.4.	If
                                         a lien is imposed on a material asset of the Company and/or any right and/or other asset
                                         which are pledged according to the provisions of this agreement or any part of them,
                                         or execution proceedings are instituted on material assets against the Company and the
                                         lien or the execution proceedings as mentioned will not be cancelled within 30 days,
                                         or if new legal proceedings are instituted against the Company, or if existing legal
                                         proceedings will be determined, in a manner which can have a material adverse impact
                                         on the Company’s ability to meet its undertakings according to this agreement and
                                         the Sureties Documents.



 


		10.1.5.	If
                                         the Company files a motion to freeze proceedings and/or it will adopt a decision in the
                                         Company’s board of directors to file such motion.



 


		10.1.6.	If
                                         the distribution agreement will expire for any reason or if any of the parties to it
                                         is in material breach of the agreement or he will notify the other party of his intention
                                         to terminate the agreement.



 






    	 	10	 



     


    

 


		10.1.7.	At
                                         the occurrence of an adverse material change as defined in section 7.4 above or at the
                                         occurrence of any other circumstances which could reasonable prevent the Company from
                                         performing the Company’s undertakings according to this agreement and according
                                         to the Sureties Documents.



 


		10.2.	Without derogating
                                                                                                                                                                                                 from the rights of the Lender to take such steps as mentioned in the Sureties Documents
                                                                                                                                                                                                 that will be signed by the Company according to this agreement, then at the occurrence
                                                                                                                                                                                                 of each of the events described in section 10.1 above, the Lender will be entitled to
                                                                                                                                                                                                 take the following steps after giving a warning of 3 business days in advance to the
                                                                                                                                                                                                 Company (unless this is an urgent case according to the Lender’s discretion):



 


		10.2.1.	To
                                         demand the immediate payment of the sums due and/or that shall be due from the Company
                                         to the Lender or any part of them.



 


		10.2.2.	To
                                         enforce the pledges that the Company created and/or shall create in favor of the Lender
                                         including by appointing a receiver on behalf of the Lender for enforcing the pledges.



 


		10.2.3.	The
                                         Lender shall be entitled to use its rights above, immediately after the occurrence of
                                         one of the events set forth in section 10.1 above, without any time limit, and a delay
                                         of the Lender in using any of its rights will not be regarded as a waiver of its rights
                                         and/or as being forbidden to exercise them.



 


	11.	The
                                         Lender’s Representations



 


The
Lender represents, confirms and undertakes to the Company as follows:


 


		11.1.	The Lender
                                                                                                                                                                                        is a private Company lawfully registered in Israel which was established, it is active
                                                                                                                                                                                        and it exists. The Lender is not in breach of any provisions of its corporate documents
                                                                                                                                                                                        and/or any decision of any of its organs. The only shareholder and director is Abir Raveh
                                                                                                                                                                                        identity certificate no.        , who holds the Company’s shares as part of the
                                                                                                                                                                                        trust assets in favor of Yair Goldfinger.



 


		11.2.	The Lender
                                                                                                                                                                                           adopted all the resolutions required according to law and according to its corporate
                                                                                                                                                                                           documents for the approval of this agreement.



 


		11.3.	There is
                                                                                                                                                                                             nothing preventing, according to any law, agreement or undertaking, whether written,
                                                                                                                                                                                             verbal or in any other manner, the signature of the Lender on this agreement, the Lender
                                                                                                                                                                                             entering into this agreement and performing its terms.



 


		11.4.	The Lender
                                                                                                                                                                                        is aware of the reporting and disclosure duties required according to law of anyone who
                                                                                                                                                                                        is an interested party in a public Company.



 


		11.5.	The Lender
                                                                                                                                                                                        has the financial, economic and business ability and experience in order to analyze the
                                                                                                                                                                                        granting of the Loan and/or the investment in the Company’s securities and to assess
                                                                                                                                                                                        the risks and chances of the transaction and to undertake to perform it, and the Lender
                                                                                                                                                                                        has the ability to weigh and understand the tax implications connected to giving the
                                                                                                                                                                                        Loan and/or purchasing the Company’s offered securities in the quantity issued
                                                                                                                                                                                        to it, if issued.



 






    	 	11	 



     


    

 


		11.6.	The Lender
                                                                                                                                                                                        is aware that the securities offered which shall be purchased, will be purchased without
                                                                                                                                                                                        making any representation or statement or without any right to be indemnified (AS IS)
                                                                                                                                                                                        except as set forth in this agreement, and the Lender will not have any lawsuit and/or
                                                                                                                                                                                        claim against the Company and/or its shareholders (directly or indirectly) and any of
                                                                                                                                                                                        the officers and/or managers and/or employees and/or consultants and/or anyone on behalf
                                                                                                                                                                                        of all of the above, with respect to the Company and its situation and/or the offered
                                                                                                                                                                                        securities and/or the information given, if given, with respect to the Company, except
                                                                                                                                                                                        with respect to breaches of this agreement.



 


		11.7.	The Lender
                                                                                                                                                                                        undertakes to keep all the information that it received with respect to the Company which
                                                                                                                                                                                        is not public information, including information which is “internal information”
                                                                                                                                                                                        if and to the extent such was given to it. The Lender is aware of the provisions of the
                                                                                                                                                                                        law and the restrictions regarding the prohibition to use internal information and it
                                                                                                                                                                                        undertakes to perform the provisions of this law. The Lender is aware that the Company
                                                                                                                                                                                        could be required to publish an immediate statement to the public with respect to this
                                                                                                                                                                                        agreement and/or with respect to the agreements regarding the provision of the Loan,
                                                                                                                                                                                        subject to the provisions of this agreement.



 


		11.8.	In the
                                                                                                                                                                                            event that not all the approvals have been received which are required up to the last
                                                                                                                                                                                            date as mentioned, the Lender will not be entitled to any compensation or indemnification
                                                                                                                                                                                            for the fact that not all of these approvals have been received, except as set forth
                                                                                                                                                                                            in this agreement. the Lender does not have and will not have any lawsuit or claim against
                                                                                                                                                                                            the Company and/or anyone on its behalf including officers and consultants, in cases
                                                                                                                                                                                            where any of the preliminary conditions have not been fulfilled, and this is subject
                                                                                                                                                                                            to the rights of the Lender to remedies according to law in the event of a breach of
                                                                                                                                                                                            this agreement by the Company.



 


		11.9.	No agreements
                                                                                                                                                                                        exist, 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, with respect to the Company,
                                                                                                                                                                                        to the purchase or sale of the Company’s securities or regarding voting rights
                                                                                                                                                                                        in the Company.



 


	12.	Miscellaneous



 


		12.1.	Each party
                                                                                                                                                                                          will bear his expenses and the payment of taxes which apply to him with respect to granting
                                                                                                                                                                                          the Loan, except to the extent that it was expressly determined otherwise in this agreement.
                                                                                                                                                                                          the Company will bear all the fees and the payments which will be required by the Stock
                                                                                                                                                                                          Exchange with respect to converting the Loan into shares and/or exercising the right
                                                                                                                                                                                          of future investment.



 


		12.2.	All the
                                                                                                                                                                                             sums that the Company will pay to the Lender according to this agreement do not include
                                                                                                                                                                                             VAT, to the extent that it applies in accordance with any law, and which is supposed
                                                                                                                                                                                             to be added to these sums by the Company (against a lawful tax invoice by the Lender).
                                                                                                                                                                                             Notwithstanding the aforesaid, to the extent the Lender is not an authorized dealer for
                                                                                                                                                                                             VAT purposes (as the Lender will notify the Company) VAT as mentioned will not be added,
                                                                                                                                                                                             and the Company will issue a self- invoice as required according to law with respect
                                                                                                                                                                                             to the sums as mentioned.



 






    	 	12	 



     


    

 


		12.3.	This document
                                                                                                                                                                                        and its appendixes express the entire agreement between the parties regarding the subjects
                                                                                                                                                                                        and issues discussed in it, and it replaces and cancels any representation, negotiations,
                                                                                                                                                                                        custom, memorandum of understanding, discussion summaries, letters of intent and/or undertaking
                                                                                                                                                                                        and any other document that existed or were exchanged (whether in writing or verbally)
                                                                                                                                                                                        in respect to these subjects and issues, between the parties, before signing this document.
                                                                                                                                                                                        The parties see all the terms of the agreement as whole and they declare that they have
                                                                                                                                                                                        entered into this agreement out of the intention that they perform all of its terms as
                                                                                                                                                                                        whole.



 


		12.4.	Any change,
                                                                                                                                                                                           amendment or addition, waiver, extension, discount or non- exercise of a right according
                                                                                                                                                                                           to this document will be in force only if they were made in an express document signed
                                                                                                                                                                                           by all the parties to the document, and they will apply only in the event that it was
                                                                                                                                                                                           expressed in this document as mentioned and they will not derogate from other rights
                                                                                                                                                                                           of any party according to this document.



 


		12.5.	No conduct
                                                                                                                                                                                          by any of the parties will be considered as a waiver of any of his rights according to
                                                                                                                                                                                          this document or according to any law, or as a waiver or consent by him to any breach
                                                                                                                                                                                          or non- performance of any terms of the document by the other party or as giving a deferral
                                                                                                                                                                                          or extension or as a change, cancellation, or addition of any term, unless they were
                                                                                                                                                                                          expressly made in writing.



 


		12.6.	If none
                                                                                                                                                                                          of the parties enforced or enforced at a delay any right of the rights conferred to him
                                                                                                                                                                                          according to this document or by virtue of the law, in a certain case or in a series
                                                                                                                                                                                          of cases, this will not be regarded as a waiver of this right or of any other rights.



 


		12.7.	The non-
                                                                                                                                                                                           validity of any of the provisions of this document or the absence of the ability to enforce
                                                                                                                                                                                           it by the court or other tribunal according to the laws of the State of Israel, will
                                                                                                                                                                                           not harm the validity of the other provisions of this document, and the parties will
                                                                                                                                                                                           perform this document as close as possible to its original provisions, and according
                                                                                                                                                                                           to its spirit.



 


		12.8.	The parties
                                                                                                                                                                                             will take all other reasonable steps (including paying payments, bearing expenses, signing
                                                                                                                                                                                             additional documents and furnishing the required approvals) which shall be required for
                                                                                                                                                                                             implementing and performing this document.



 


		12.9.	No party
                                                                                                                                                                                        is entitled to transfer and/or assign and/or pledge in favor of any third party his rights
                                                                                                                                                                                        and/or undertakings according to this document, except with the prior written consent
                                                                                                                                                                                        of all the other parties to this document. Notwithstanding the aforesaid, the Lender
                                                                                                                                                                                        (and any transferee of the Lender) will be entitled at any time, according to its exclusive
                                                                                                                                                                                        discretion and without the need to obtain the Company’s consent, to transfer, assign,
                                                                                                                                                                                        and/or pledge its rights and obligations with respect to the Loan, its conversion and/or
                                                                                                                                                                                        the Sureties Documents and/or by virtue of the right of future investment, all or in
                                                                                                                                                                                        part, to affiliated parties of the Lender (who shall be defined for the purpose of this
                                                                                                                                                                                        agreement as Yair Goldfinger and any Company under his control and any Company lending
                                                                                                                                                                                        a part of the trust assets in his favor), provided that the Lender will send a prior
                                                                                                                                                                                        written notice regarding the transfer as mentioned to the Company, and that the transferee
                                                                                                                                                                                        will agree in writing to accept upon himself the relevant provisions of this agreement.
                                                                                                                                                                                        Notwithstanding the aforesaid, in the event of the existence of any of the causes of
                                                                                                                                                                                        action set forth in section 10 to declare the Loan immediately payable, the Lender (and
                                                                                                                                                                                        any transferee of the Lender) is entitled to transfer, to assign, and/or to pledge its
                                                                                                                                                                                        rights and obligations with respect to the Loan, its conversion and/or the Sureties Documents
                                                                                                                                                                                        and/or by virtue of the right of future investment, all or in part, to any third party
                                                                                                                                                                                        according to its exclusive discretion and subject to giving a notice to the Company and
                                                                                                                                                                                        signing the transferee on this agreement as mentioned above. The Company undertakes to
                                                                                                                                                                                        act in cooperation to the extent necessary for arranging the transfer, the assignment
                                                                                                                                                                                        and/or the pledge by the Lender, including signing any document, form or agreement which
                                                                                                                                                                                        shall be required with respect to this. To the extent such change will create any expenses
                                                                                                                                                                                        for the Company they will be paid at its expense and by the Lender.



 






    	 	13	 



     


    

 


		12.10.	This
                                         document will not be considered an agreement which was made in favor of any third party,
                                         and no third party will have a right of claim by its virtue or by virtue of any of its
                                         sections or provisions against any of the parties to it, except for the Lender’s
                                         permitted transferees subject to the provisions of section 12.9 above.



 


		12.11.	This
                                         document will be interpreted by the Israel law only. In the event of a disagreement between
                                         the parties or with respect to the enforcement of any of the parties’ rights according
                                         to this agreement and the Sureties Documents, they will turn to the competent court in
                                         the city of Tel Aviv – Jaffa only.



 


		12.12.	Notices
                                         pursuant to this document will be made in writing, and they will be sent by registered
                                         mail, by electronic mail, by facsimile or they will be hand delivered, according to the
                                         parties’ addresses at the end of this document or according to other addresses
                                         which the parties shall notify of in accordance with the provisions of this section.
                                         Any notice which shall be sent by a party to the other by registered mail shall be considered
                                         as if it reached the knowledge of the addressee seven days after it was delivered to
                                         the post office; a notice that was delivered in person until 17:00 in any given business
                                         day will be considered as if it was received as of the day which it was sent, if it was
                                         sent later than 17:00 in any given business day it will be considered as if it was received
                                         in the next business day; a notice that was delivered by electronic mail will be considered
                                         as if it was received on the first business day after it was sent by electronic mail;
                                         and a notice that was sent by facsimile – with [sic] for one business day (where
                                         it was received) from the time it was transmitted by facsimile, as approved by the machines
                                         notice from which it was transmitted.



 


		12.13.	The
                                         parties will not disclose to any third party any detail regarding any of the terms of
                                         this agreement. The aforesaid will not apply to the disclosure of information which is
                                         required by virtue of the provisions of any law or a demand of an authorized authority,
                                         information which became public domain, information transferred to the shareholders,
                                         officers, employees, consultants, affiliated parties or investors (existing or potential)
                                         of any of the parties.



 


And we
have hereby signed hereafter:


 


 


	/s/ Or Eisenberg	 	/s/ Abir Raveh
	Wize
        Pharma Ltd.

        Date: 20/3/16

        Address:
        2 Hamenofim St. Herzliya

        To:
        Or Eisenberg, CEO

        Fax:
        072- 2600537

        Email:
        or@wizepharma.com
	 	Rimon
        Gold Assets Ltd.

        Date:
20/3/16

        Address:
        32 A Habarzel

        Tel
        Aviv

        To:
        Accountant Abir Raveh

        Fax:
        03- 7676990

        Email:
        Abir@raveh-ravid.co.il

         



 






    	 	14	 



     


    







 


Appendix
5.2


The
Sureties Documents


 


See Exhibit 10.24 and Exhibit 10.25


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 






    	 	15	 



     


    

 


Appendix
8.1


Subsidiaries


 


1.       Wizecon-
Bio Ltd.


2.       Ocu
Wize Ltd.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	16	 



     


    







 


Appendix
8.9


The
Legal Proceeding


 


For details
which were reported by the Company regarding the legal proceedings see note 4D of the quarterly statement of the Company for the
30th of September 2015, as reported on the 19th of November 2015 (reference no.: 2015- 01- 158766) and immediately
statements of the Company of the 20th of October 2015, 16th of November 2015 and 26th of November
2015 (references nos. 2015- 01- 138666, 2015- 01- 156396, and 2015- 01- 164784, respectively).


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	17	 



     


    








 


Appendix
9.5


Payments
to Interested Parties


 


	1.	Agreement
                                         with Mr. Ron Miron to serve as the chairman of the board of directors by a Company owned
                                         by him, as approved in a general meeting of the Company’s shareholders on the 30th
                                         of September 2015. The Company confirms that as of the date of signing this agreement,
                                         except for a current debt, it does not owe Mr. Miron any sums, including for the services
                                         which he grants to the Company.



 


	2.	Agreement
                                         with the substitute CEO of the Company and CFO, Mr. Or Eisenberg of the terms of service
                                         and employment, as approved in the general meeting of the Company’s shareholders
                                         of the 30th of September 2015.



 


	3.	Agreement
                                         with Mr. Noam Danenberg to provide strategic consulting services by a Company owned by
                                         him, as approved in the general meeting of the Company’s shareholders on the 30th
                                         of September 2015. The Company confirms that as of the date of signing this agreement,
                                         except for a current debt, it does not owe to Mr. Danenberg and/or to the Company owned
                                         by him, any sums, including for the services which they grant to the Company.



 


	4.	Directors
                                         remuneration in accordance with the Companies Regulations (Rules regarding Remuneration
                                         and Expenses of an External Director), 5760 – 2000, for directors that serve and
                                         who shall serve in the Company from time to time in accordance with the approval of the
                                         Company’s organs according to any law.



 


	5.	Directors
                                         and officers liability insurance policy in the Company in the subsidiaries and in the
                                         affiliated companies, including directors and officers which are among the controlling
                                         shareholders in the Company, as shall exist from time to time, as approved in the general
                                         meeting of the Company’s shareholders on the 24th of June 2015.



 


	6.	Exemption
                                         from liability and undertaking to indemnify all the officers and directors in the Company
                                         and/or in the Company’s subsidiaries, including officers and directors which are
                                         and/or their relatives are controlling shareholders in the Company and officers and directors
                                         who the controlling shareholders in the Company have a personal interest in their service
                                         and employment, as shall serve in the Company and/or in the Company’s subsidiaries
                                         from time to time, as approved in the general meeting of the Company’s shareholders
                                         of the 24th of June 2015.



 


	7.	It is clarified
                                         that the Company will be entitled, according to its sole discretion, to terminate the
                                         contractual engagements with the service providers set forth in section 1- 3 above and
                                         to replace them with other service providers provided that the cost to the Company for
                                         replacing these service providers will not exceed the cost paid at the time of signing
                                         this agreement, as set forth in sections 1- 3 above.



 


 


18