Exhibit 10.25


 


Unofficial English Translation from Hebrew


 


Debenture - Wize Pharma
- Fixed Charge


 


Debenture
- Fixed Charge


 


Signed
On The 20th Day Of The Month Of March 2016


 


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



 


		Therefore	It
                                         is agreed that the Borrower will secure repayment of the various amounts of money that
                                         the Borrower undertook and must pay the Lender and/or will be responsible for them toward
                                         the Lender in accordance with the loan agreement terms and in accordance with the terms
                                         included in this Debenture.



 


The
Nature of the Debenture 


 


		1.	This
                                         Debenture was created to guarantee full repayment and on time to the Lender of all the
                                         amounts payable in connection with the loan agreement, whether owing from the Borrower
                                         alone or jointly with others, whether as debtor and/or guarantor and/or endorser or by
                                         virtue of other status, whereby the amounts are payable in the present or in the future,
                                         and whether they must be paid before realizing the securities to which this Debenture
                                         applies or thereafter, whether absolutely or conditionally, directly or indirectly, unlimited
                                         by amount together with interest, commissions, charges, levies and expenses of any
                                         type, including the costs associated with realizing the securities by virtue of the loan
                                         agreement, attorneys fees, insurance, stamp duty and any other payment deriving from
                                         this Debenture and together with all types of linkage differentials owing in respect
                                         thereof and which become payable from the Borrower to the Lender through any means, in
                                         connection with the linkage principal and interest and any other linked amount (all the
                                         amounts stated above will be referred to below, jointly and severally, as “The
                                         Secured Amounts”).



 


Pledge
and Fixed Charge


 


		2.	The
                                         Borrower hereby charges and pledges absolutely and independently as security to secure
                                         the timely full payment of the secured amounts (whether on their declared due date or
                                         on earlier date as a result of expediting payment or any other manner), without derogating
                                         from any other security, to the Lender and its heirs favor, by way of a fixed pledge
                                         and charge of first degree and by way of assignment of a charge, as applicable, all of
                                         the Borrower’s rights, existing and future, of any type, by virtue of an exclusive
                                         license and distribution agreement between the company and the Resdabko Ltd. Company
                                         that was signed on May 1, 2015 as amended on November 22, 2015 and as amended from time
                                         to time (Hereinafter: “The Distribution Agreement”), including but
                                         not limited to the distribution right, the right to purchase additional distribution
                                         rights, and the Borrower’s rights to compensation and/or indemnification toward
                                         a third party insofar as the distribution agreement is concerned (Hereinafter: “The
                                         Charged Property”).



 






     


    Debenture - Wize Pharma - Fixed Charge


    

 


		3.	The pledge and charge created by applying this Debenture
will apply to any right to award compensation or indemnification that may accumulate in favor of the Borrower due to a loss, damage
or seizure of the charged property incident.




 


The
Borrower’s Declarations


 


		5.	The
                                         Borrower hereby declares as follows:



 


		(a)	The
                                         charged property is not charged, pledged or has attachment order attached in favor of
                                         any other persons or parties.



 


		(b)	That
                                         all the charged property is in the Borrower’s sole possession and/or ownership;



 


		(c)	That
                                         no restriction or stipulation by virtue of a law and/or by virtue of any agreement preventing
                                         the Borrower from transferring or charging the charged property does not apply to the
                                         charged property.



 


		(d)	That
                                         the Borrower is capable and may charge the charged property;



 


		(e)	That
                                         no assignment of rights or other arrangement was executed derogating from the value of
                                         the charged property;



 


		(f)	That
                                         the Borrower received all the permits, consents and approvals necessary or required to
                                         realize this Debenture.



 


The
Borrower’s Undertakings 


 


		6.	The
                                         Borrower hereby declares as follows:



 


		(a)	To
                                         hold the charged property in accordance with the provisions in the loan agreement;



 


		(b)	To
                                         uphold and materially execute all of the Borrower’s undertakings and commitments
                                         in connection with the distribution agreement.



 


		(c)	Not
                                         to transfer rights, to assign, to dispose of, waive or transfer in any manner a right
                                         or claim, current or future in the charged property and/or to permit any person to take
                                         any of the steps described above without obtaining the Lender’s consent in advance
                                         and in writing;



 


		(d)	To
                                         apprise the Lender without delay of any attachment order being imposed upon the charged
                                         property, to apprise the entity imposing the attachment order without delay of the charge
                                         in favor of the Lender and to immediately and promptly take, at the Borrower’s
                                         expense, all steps necessary to cancel such an attachment order;



 


		(e)	Not
                                         to charge or pledge in any way or by any means the charged property by granting any right
                                         of equal footing to payment, before the Lender’s rights or deferring these rights,
                                         and to avoid any assignment of any right that the Borrower may have in the charged property
                                         without obtaining the Lender’s consent to do so in advance and in writing;



 


		(e)	To
                                         be responsible toward the Lender for any defect in the Borrower’s property right
                                         in the charged property and/or any breach in connection with the charged property;



 






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		(f)	To
                                         pay the full taxes and mandatory payments imposed upon the charged property and/or the
                                         accumulative revenue from it on the due date, in accordance with the provisions in the
                                         law and to furnish to the Lender, upon its request, all the receipts proving payment
                                         thereof. If the Borrower does not make the payments stated above on the due date, then
                                         the Lender may, after giving the Borrower reasonable notice of its intention, make the
                                         payments itself at the Borrower’s expense and charge the Borrower for such payments
                                         in addition to expenses and interest at the acceptable rate. Payments of these types
                                         will be secured by this Debenture;



 


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



 


		7.	The
                                         Borrower undertakes to notify the Lender without delay:



 


		(a)	Of
                                         any claim to a right in any security given to the Lender that this Debenture applies
                                         thereto and/or pertaining to any execution proceeding or injunction or other step taken
                                         to impose an attachment order, to preserve or realize any such security;



 


		(b)	Of
                                         the occurrence any of the events detailed in Section 12 of this Debenture;



 


		(c)	Of
                                         any material reduction in value of any charge given or which may be given by the Borrower
                                         (including but not limited to any breach of the distribution agreement);



 


		(d)	Of
                                         the existence of any application filed to wind up the Borrower’s affairs or to
                                         appoint a receiver over the Borrower’s assets as well as the existence of any decision
                                         concerning a structural change in the Borrower or any intention to do so;



 


		(e)	Of
                                         any change in the Borrower’s address.



 


		Insurance	



 


		8.	All
                                         of the Borrower’s rights deriving from insuring the charged property, insofar as
                                         applicable, including the rights under the Property Tax and the Compensation Fund Law,
                                         5721 - 1961, as in effect on any relevant date and under the provisions of any law, whether
                                         assigned in favor of the Lender pursuant to the provisions above or not, are hereby charged
                                         to the Lender by way of a fixed charge of first degree and pledge of a first right.



 


		Interest	



 


		9.	The
                                         Lender may calculate the interest on the secured amounts at rates agreed or that may
                                         be agreed from time to time between the Lender and the Borrower, in accordance with the
                                         provisions in the loan agreement.



 


Repayment
Dates


 


		10.	The
                                         Borrower hereby undertakes to pay the Lender the full secured amounts and any secured
                                         amount immediately on the fixed payment dates or in accordance with the dates to be fixed
                                         in this respect from time to time.



 






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		11.	The
                                         Lender may refuse to accept all or some of the repayment amounts of the secured amounts
                                         before the due date, and the Borrower will not be entitled to redeem all or some of the
                                         charged property by repaying all or some of the secured amounts before their due date.



 


The
Borrower, like any other person having a right that may be affected from the pledges and charges hereby created or due to realizing
them, will not have any right pursuant to the provisions in Section 13 (b) of the Pledge Law 5727 - 1967 or in accordance with
any statutory provision replacing it.


 


		12.	Without
                                         derogating from the generality of the provisions in these Debenture instructions, the
                                         Lender may demand immediate payment of the secured amounts and charge any of the Lender’s
                                         accounts amounts from the secured amounts upon the occurrence of any one of the events
                                         detailed below, whereby in such a case the Borrower undertakes to pay the Lender the
                                         full secured amounts, and the Lender may, subject to the warning period determined in
                                         the loan agreement, insofar as such a period is determined, take any measures it deems
                                         appropriate to collect the secured amounts and to realize the charged property through
                                         any means coinciding with the provisions in the law, at the Lender’s expense:



 


		(a)	The
                                         Borrower breaches undertakings, commitments, representations or warranty under this Debenture
                                         (the above will not derogate from any right, by law, granted to the Lender in connection
                                         with any other breach); and/or



 


		(b)	An
                                         event occurs granting the Lender the right to demand payment from the Borrower in accordance
                                         with the provisions in the loan agreement.



 


The
Lender’s Rights 


 


		13.	Upon
                                         the occurrence of one of the events stated in Section 12 above, the Lender will have
                                         the right to possess, to a lien, set off and charge any amounts, assets and/or the charged
                                         rights pursuant to this Debenture. The Lender will be entitled to hold such assets until
                                         full payment of the secured amounts, or to realize such assets by selling them and to
                                         apply the proceeds, in full or in part, to paying the secured amounts.



 


		14.	The
                                         Lender confirms that the Lender’s books, as well as its invoices and its transactions
                                         log will be binding upon the Lender, will be considered correct and serve as prima facie
                                         evidence against the Lender in respect of all their details, including any reference
                                         to calculation of the secured amounts, the guarantees and securities and any additional
                                         material in connection thereto.



 


		15.	Without
                                         derogating from the other provisions included in this Debenture, any waiver, extension,
                                         consent by acquiescence, or forbearance (Hereinafter “The Waiver”)
                                         on the Lender’s part in respect of non-execution, partial execution or execution
                                         that is shortcoming of any part of the Borrower’s undertakings in connection with
                                         this Debenture will not be construed as a waiver on the Lender’s part of exercising
                                         a right, but rather will be construed as a limited consent given in connection with the
                                         specific matter for which it was given.



 


		16.	Upon
                                         the occurrence of any of the events listed in Section 12 above, subject to the warning
                                         period fixed in the loan agreement and subject to the provisions in the law, insofar
                                         as such a period is fixed:



 


(a)       the
Lender may take any measure it deems fit to be reimbursed of the secured amounts and to exercise all of its rights in connection
thereto, including realizing the charged property, whether in full or in part, and to apply the proceeds from this asset to the
secured amounts, without the Lender having to first demand realization of any guarantee or other additional security, if such
are held by the Lender.


 


(b)       If
the Lender decides to realize securities, notes and other negotiable instruments in accordance with the provisions in Section
4(2) of the Pledge Law, 5727 - 1967, then three (3) days advance notice in respect of the steps the Lender intends on taking will
be considered reasonable advance notice in respect of the provisions in Section 19 (b) of the Pledge Law, 5727 - 2967, or in respect
of any other statutory provision to replace the Statutory provision mentioned above.


 






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(c)       So
long as the secured amounts are not paid in full, the Lender may, sell all or some of the charged property, through a public auction
or other manner, itself or by a third party, in consideration for cash or payments or other manner, at a price and pursuant to
conditions that the Lender deems fitting of its sole discretion, and to the same extent the Lender may, itself or following a
court order or order from the execution authorities, realize the charged property or any other property, inter alia, by appointing
a liquidator or liquidator and manager on the Lender’s behalf, to be authorized, inter alia, to take the steps detailed
below:




 


		(1)	To
                                         collect payment for all or some of the charged property.



 


		(2)	To
                                         continue to uphold the distribution agreement of its discretion.



 


		(3)	To
                                         sell or agree to sell the charged property, in whole or in part, to dispose of it or
                                         agree to dispose of it through any manner and terms it deems fitting.



 


		(4)	To
                                         initiate any other arrangement in respect of all or some of the charged property, to
                                         the best of its discretion.



 


(d)       Any
revenue received by the liquidator or the liquidator and manager in return for the charged property as well as any other redemption
received by the Lender and/or by the liquidator or the liquidator and manager as proceeds from the sale transaction of the charged
property or any part of it, will be allocated in the manner the Lender so determines of its sole discretion.




 


		17.	



 


Nature
of the Security 


 


		18.	The
                                         securities given or that may be given to the Lender within the framework of this Debenture
                                         will be continuing and renewable securities, and will remain in effect until all the
                                         secured amounts are paid in full and the Lender confirms in writing that this Debenture
                                         is cancelled.



 


		19.	All
                                         the securities and guarantees given, or that may be given to the Lender to pay the secured
                                         amounts will be independent of one another.



 


		20.	The
                                         nature and the effect of the security that this Debenture concerns will not be effected
                                         and the validity of each one of them as well as the Borrower’s undertakings pursuant
                                         to this Debenture will not be diminished in value or effected by any other manner, by
                                         any settlement, concession, granting of time or other similar waiver given with the Lender’s
                                         consent in connection with the Borrower and/or any of the Borrower’s subsidiary
                                         company or from any change applicable to the Borrower’s undertakings and/or that
                                         of the Borrower’s subsidiary company toward the Lender in connection with the secured
                                         amounts, or following a release by the Lender of any security or guarantee or waiver
                                         of any one of them.



 


		21.	[Deleted]



 






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The
Right To Assign 


 


		22.	The
                                         Lender will be entitled assign this Debenture and the rights deriving from it at any
                                         time in accordance with the provisions in the loan agreement.



 


		Expenses	



 


		23.	All
                                         the registration expenses associated with this Debenture pursuant to the details in the
                                         loan agreement and in any other document signed and/or to be signed between the Lender
                                         and the Borrower in connection with the loan (as defined under the loan agreement) and
                                         in accordance thereto, including commission charged in connection with stamp duty and
                                         registration of documents, and all expenses associated with realizing the security and
                                         extending collection proceedings (including the Lender’s attorneys fees), insurance,
                                         safekeeping, maintenance and repair of the charged property - will be paid to the Lender
                                         by the Borrower upon the Lender presenting the first demand to do so, and all the expenses
                                         stated above will be secured by this Debenture until they are fully paid. The Lender
                                         may charge the Lender for all the expenses noted above. It is clarified that the provisions
                                         above do not derogate from the provisions in Section 12.1 to the loan agreement relating
                                         to a payment and/or repayment



 


The
Borrower’s Liability


 


		24.	If
                                         the Borrower is comprised of two or more persons or entities, then the Borrower’s
                                         liability will be joint and several, and all the parties comprising the Borrower will
                                         be liable jointly and severally to execute all of the Borrower’s undertakings within
                                         the framework of this Debenture, and will be considered as if they were accepted or assumed
                                         by all the parties constituting the Borrower. Nonetheless, if a given party constituting
                                         a party in the Borrower is incompetent legally or becomes such or is released of its
                                         obligation to comply with any of the Borrower’s undertakings, or becomes released
                                         of this undertaking, then this will have no effect on the other parties liability constituting
                                         part of the Borrower and they must comply with their undertakings.



 


Interpretation;
Change


 


		25.	All
                                         the representations and undertakings and commitments of the Borrower under this Debenture
                                         will be in addition to any representation and undertaking and commitment of the Borrower
                                         under the loan agreement and any other document associated with the loan (as defined
                                         in the loan agreement), and will not derogate from them in any manner. In the event of
                                         a conflict between the provisions in this Debenture and the provisions in the loan agreement,
                                         the provisions in the loan agreement will override the provisions in this Debenture.



 


		26.	In
                                         this Debenture - (a) singular form includes plural form and vice versa; (b) masculine
                                         form includes feminine form and vice versa; (c) “Notes” means - promissory
                                         notes, bills of exchange, assignments, liabilities, guarantees, undertakings, checks,
                                         bills of lading, deposit notes and any other negotiable instrument; (d) “Interest
                                         At The Acceptable Rate” means interest of the rate relevant to the circumstances
                                         fixed in the loan agreement; (f) The headings serve solely for directional purposes and
                                         no use will be made thereof to construe this Debenture; (g) the preamble in this Debenture
                                         constitutes an integral part hereof.



 






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		27.	Conditions
                                         in this Debenture may be modified and the existence of any condition contained herein
                                         may be waived (whether applicable in the future or retroactively, or whether in general
                                         or for a specific matter) solely by obtaining the two parties written consent.



 


Notices
and Warnings


 


		28.	(a)        Any
                                         notice sent pursuant to this Debenture will be executed in writing and sent by registered
                                         mail, electronic mail, facsimile or will be hand delivered.



 


(b)       Any
notice or document that is prepared or delivered by either of the parties to the other party in this Debenture will bear the addresses
detailed below (unless the other party furnishes written notice to the first party stating a different address):




  


		(1)	Notice
                                         to Borrower:



 


Wize
Pharma Ltd.


2
Hamanofim, Herzlia 4672553, Israel


To:
Or Eisenberg, Company CEO


Fax:
072-2600537


Email:
or@wizepharma.com


 


With
a copy to:


 


Goldfarb
Seligman & Co. Law Firm


98
Yigal Alon Street


Tel
Aviv, 6789141, Israel


c/o:
Avi Dushnik, Adv.


Telephone:
(972) 03-6089898


Fax:
(972) 03-6089920


E-mail:
Avi.Dushnik@goldfarb.com


 


		(2)	Notice
                                         to Lender:



 


Rimon
Gold Assets Ltd.


32
Habarzel Street


Tel
Aviv, 6971046, Israel


c/o:
Abir Raveh


Fax:
03-7676990


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


 


With
a copy to:


 


Raved,
Magriso, Benkel & Co.


37
Shaul Hamelech Blvd.


Tel
Aviv, 6492806, Israel


c/o:
Einat Weidberg, Adv.


Telephone:
(972) 03-6060260


Fax:
(972) 03-6060266


E-mail: einat_w@rmblaw.co.il


 


and
will be considered as having been executed or delivered (a) within Seven (7) business days of being deposited by regular mail,
first class mail or registered mail or registered mail with a certificate of delivery; (b) whereby the notice was hand delivered
by 17:00 on a given business day - will be considered as received upon being delivered, and if delivered after 17:00 on a given
business day - the first day after it is delivered; (c) a notice that is sent via electronic mail, will be considered as received
on the first business day after the date the email was sent; and (d) a notice that was sent via facsimile - one business day (instead
of the day it is received) following the day it was transmitted by facsimile, as confirmed by the machine message from which it
was transmitted.


 






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The
Governing Law and Jurisdiction


 


		29.	(a)         This                                          Debenture will be construed in accordance with the laws of the State of Israel
                                                                                                                                                                                                                                                                                        only.



 


(b)        Exclusive
jurisdiction for the purpose of this Debenture is hereby fixed with the competent judicial instance in Israel located in the city
of Tel Aviv - Yafo.




 


 *********




 


In
Witness Whereof the Borrower Hereto Sets Its Hands


 


Wize
Pharma Ltd.


 


	/s/ Or Eisenberg	 
	By: 	Or Eisenberg	 
	Position: 	CFO and Acting CEO	 


 


In
Witness Whereof the Lender Hereto Sets Its Hands


 


Rimon
Gold Assets Ltd.


 





	/s/ Abir Raveh	 
	By: 	Abir Raveh	 
	Position: 	Director	 


 


 


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