Exhibit 10.31


 


Amendment
To Debenture (Fixed Charge) - Ocu Wize


 


Amendment
To Debenture - Fixed Charge


 


This
amendment (“The Amendment”) to the Debenture - fixed charge dated October 26, 2016 (“The Debenture”)
was signed on March 28, 2017, by Ocu Wize Ltd., a private Israeli limited liability company number 515241511, organized and operating
pursuant to the laws of the State of Israel, whose address is 2 Hamanofim Street, Herzlia 4672553, Israel (Hereinafter “The
Borrower”), and Rimon Gold Assets Ltd., a private Israeli limited liability company number 514819424, organized and
operating subject to the laws of the State of Israel, whose address is 32 Habarzel Street, Tel Aviv Yafo 6971046, Israel (Hereinafter
“The Lender”), (each one “The Party” and jointly “The Parties”). All
the phrases used and which are not defined to the contrary in the amendment will assume the meaning granted to them in the Debenture.


 


The
Parties Hereby Agree As Follows:


 


		1.	Description
                                         of the amendment terms:



 


		A.	The
                                         Debenture will be amended so that the first three paragraphs will be deleted in full
                                         and will be substituted with the following text:



 


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


 


And
WhereasIn accordance with Section 5.3 of the first loan agreement, Wize Pharma assigned its rights to the undersigned
Ocu Wize Ltd Company a private Israeli limited liability company Number 515241511, organized and operating subject to the
laws of the State of Israel, whose address is 2 Hamanofim Street, Herzlia 4672553, Israel (c/o Wize Pharma), and which is a
subsidiary company fully owned and controlled by Wize Pharma (Hereinafter: "The Borrower" or "The
Subsidiary Company") (Hereinafter: "The Assignment");


 


And
WhereasAs a condition precedent to the assignment as stated in Section 5.3 of the first loan agreement, those charges in favor
of the Lender as in effect for Wize Pharma and which were created on March 20, 2016 and recorded with the Companies Registrar
on March 30, 2016 will also be recorded with the subsidiary company;


 






     

     


    

 


		B.	The
                                         Debenture will be amended so that Section 23 will be deleted in full and will be substituted
                                         with the following text:



 


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


 


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



 


		3.	This
                                         amendment was made in accordance with Section 27 of the Debenture and constitutes (together
                                         with the appendix attached to it) an integral part of the Debenture.



 


 


 


 


 


 


 


[Signatures
page on the following page]



 






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In witness whereof, the parties signed this amendment on the date appearing at the top of this amendment.


  





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





 


 


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