Exhibit 10.33


 


Private
Placement Agreement


 


Entered
into and signed this 25th day of May 2017


 


	Between:	Wize
    Pharma Ltd.
	 	Company
    I.D 520033259
	 	2
    Hamenofirn Street, Herzliya
	 	(hereinafter:
    the “Company”)
	 	 
	And:	Jonathan
    Brian Rubini
	 	2655
    Marston Drive Anchorage, Alaska 99517
	 	(hereinafter:
    the “Investor”)




 


Each
of the Parties listed above may be referred to herein as “Party” and, together, as the “Parties”.


 


	Whereas	The Company is duly incorporated and validly exists
under the Israeli laws and has the legal capacity to enter into and be bound by this Agreement, subject to the approval of the
required organs of the Company;




 


	Whereas	The Company is a Public Company whose shares are listed
in the Tel-Aviv Stock Exchange Ltd. (the “TASE”);




 


	Whereas	The Investor has the necessary resources in order to
fulfill the terms of this Agreement;




 


	Whereas	The securities offered in this Agreement are to be issued
by the Company by way of a private placement to the Investor only (the “Offering”).




 


Now
therefore it is stated, agreed and accepted by the Parties hereto, as follows:


 


	1.	General




 


	 	1.1	The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or interpreting this Agreement.




 


	 	1.2	The recitals to this Agreement constitute an integral
part hereof.




 






     

     

    

 


	2.	Representations and warrants




 





	 	2. 1	The Investor hereby declares:




 


	 	2.1.1	He
    is an ‘Interested Party’, as defined in the Israeli Securities Law, 5728-1968 (the “Securities Law”),
    in the Company.




 


	 	2.1.2	He has business relations with Panmed Inc., one of the
Company’s controlling shareholder.




 


	 	2.1.3	He is a qualified investor as listed in the first Addendum
of the Securities Law, and has the experience and knowhow necessary for such an investment and has the necessary resources in
order to fulfill the terms of this Agreement.




 


	 	2.1.4	He is purchasing the Allotted Shares, as defined hereunder,
for his own benefit and ownership.




 


	 	2.2	The Parties hereby declare and undertake, each with
respect to the other, as follows:




 


	 	2.2.1	In case of legal entity, that they are duly incorporated
and validly exist under the law and have the legal capacity to enter into and be bound by this Agreement, subject to the approval
of the required organs of the Company;




 


	 	2.2.2	That this Agreement has been duly and validly authorized,
executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Parties;




 


	 	2.2.3	That they have read and understood the Agreement, its
meaning and consequences and no Party hereto has any doubt or questions regarding the contents or the meaning or the consequences
arising from this Agreement;




 


	 	2.2.4	That there is no reason, whether in any applicable law,
regulation, financial or otherwise, that prevents or limits, their entry into this binding Agreement;




 


	3.	The Allotment 




 


	 	3.1	Subject to the completion of the Closing Conditions
of this Agreement as stated in Section 6 below, the Company shall allot to the Investor 1,428,571 common shares of the Company
(the “Allotted Shares”). In addition, the Company will allot to the investor 1,500,000 Non-marketable warrants
that each of them shall be converted into one common share of the Company with an exercise price of 1.2 NIS and expiration date
at the end of 3 years from the date of allotment (the “Allotted Warrants”).




 


	 	3.2	The Allotted Shares and the Allotted Warrants, upon
their issuance to the Investor, shall be free and clear of all and any charge, lien, debt or any other third party right or interest
and/or any other restriction, subject to resale restrictions under the Securities Law and its ordinances and to rules of the TASE
(as may be applicable on the relevant date).




 






    	 	- 2 -	 



     

    

 


	 	3.3	The Parties are aware that the Company will publish
immediate reports and other reports and documentation required in connection with this Agreement, in accordance with the Israeli
law and regulations.




 


	 	3.4	If required by applicable securities laws, regulations,
rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Parties will execute,
deliver, file and otherwise assist in filing, such reports, undertakings and other documents.




 


	4.	Consideration 




 


	 	4.1	The
    Allotted Shares will be allotted by the Company to the Investor against a cash payment of 0.70 NIS per Common Share, in an
    aggregate acquisition cost of 1,000,000 NIS. The Allotted Warrants will be allotted by the Company to the Investor with no
    additional Charge (the “Allotment Payment”).




 


	 	4.2	The Investor irrevocably undertakes to pay the Allotment
Payment, via a bank wire, within two (2) days from the date of receipt of a written notice from the Company that all Closing Conditions
under the terms of this Agreement are completed (the “Closing”).




 


	 	4.3	The Company, following the Closing and subject to the
Allotment Payment, shall allot the Allotted Shares to the Investor and register them in the name of the registration company of
Mizrahi Tefahot Ltd., which acts as the nominees company for the Company.




 


	 	4.4	The Company, following the Closing and subject to the
Allotment Payment, shall allot the Allotted Warrants to the Investor and register them in the name of the investor.




 


	5.	Closina Conditions




 


	 	5.1	Without derogating from the provisions of this Agreement,
the entry into force of this Agreement is subject to the completion of the following warranties: (i) the approval of the Company’s
organs, including the approval of the General Meeting of Shareholders of the Company by supermajority, in accordance with the
Companies Law 5759-1999; (ii) the receipt of the approval of the stock exchange commission; (iii) the receipt of all necessary
approvals required from the Company.




 






    	 	- 3 -	 



     

    

 


	 	5.2	The completion period of the Closing Conditions as stated
in Section 5.1 above shall not exceed three (3) months from the date of signing this Agreement (the “Completion Period”).
However, if the Closing Conditions are not completed during the Completion Period, the Agreement shall be automatically canceled
and no Party to the Agreement shall have any claim and/or demand against the other Party.




 


	6.	Miscellaneous




 


	 	6.1	The Investor is aware that if he is an “Interested
Party” according to the applicable laws of the country in which the Company’s securities are listed, he is required
to report immediately to the Company upon any change in the number of securities of the Company that he holds and/or any change
in his identifying details and/or any other details he will be required to disclose to the Company according to the applicable
laws and regulations. The Company will be required to file subsequent immediate reports on such matters.




 


	 	6.2	The execution of the allotment of the Allotted Shares
and Alloted Warrents according to this Agreement is subject to the provisions of the Israeli laws and regulations, to the by-laws
and rules of the TASE and to the receipt of the abovementioned Closing Conditions.




 


	 	6.3	The provisions of this Agreement shall not prevent or
otherwise restrict the Company from issuing or allotting additional shares and/or any other securities at its discretion, whether
in public offering or in private placement, subject to the provisions of the applicable law and the anti-dilution provision stated
in Section 4 above.




 


	 	6.4	Each of the parties acknowledges and agrees that it
shall be liable for and bear its own taxation and other costs relating to the sale of the Allotted Shares and/ or the Allotted
Warrants.




 


	 	6.5	This Agreement shall be governed by and construed and
enforced only in accordance with the laws of the State of Israel.




 


	 	6.6	Any modifications or additions or amendments to this
Agreement shall be made in writing and be duly signed by all the Parties to this Agreement; otherwise, none of the foregoing acts
shall be valid and will be regarded as if they had never been executed.




 


	 	6.7	All notices or other communications hereunder shall
be in writing and signed by the Party giving such notice or communication by registered mail or by delivery in person to such
address as any Party may designate to the other in accordance with such procedure. All notices in writing sent by a Party to this
Agreement to another Party shall be deemed to have been given by the Party which receives such notice within 30 business days
from the date on which it was sent by registered mail (duly acknowledged in writing by the recipient) or on the date on which
the notice has been delivered in person to the recipient in according with the particular matter.




 


	 	6.8	This Agreement expresses the entire agreements, understandings,
declarations and intentions between and of the Parties and is in place of any document or draft and/or representation and/or promise
whether written or oral that has been given directly or indirectly by any of the Parties towards the other prior to the signing
of this Agreement.




 






    	 	- 4 -	 



     

    

 


In
witness whereof the Parties hereto have signed this Agreement:


 





	 	June 23, 2017	 	 
	 	 	 	 
	 	/s/ Or Eisenberg	 	/s/ Jonathan Brian Rubini
	 	Wize Pharma Ltd.	 	Jonathan Brian Rubini



 


 


 


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