Exhibit 10.35


 


AMENDMENT
TO CONVERTIBLE LOAN AGREEMENTS


 


This
Amendment to Convertible Loan Agreements (this “Amendment”), dated as of November 28, 2019 and effective November
29, 2019, is entered into by and among Wize Pharma Ltd., an Israeli private company #520033259 (the “Company”),
Wize Pharma, Inc. (“Parent”), Rimon Gold Assets Ltd., an Israeli private company #514819424 (“Rimon
Gold’’), Mobigo Inc (“Mobigo”), and Shimshon Fisher (“Fisher”, together
with Rimon Gold and Mobigo, the “Lenders”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company is party to a convertible loan agreement with Rimon Gold, dated March 20, 2016 (as amended from time to time, the
“First Convertible Loan Agreement”), as amended by (i) the addendum dated March 30, 2016, between the Company
and Rimon Gold, (ii) the second convertible loan agreement (as amended from time to time, the “Second Convertible Loan
Agreement” and, together with the First Convertible Loan Agreement, and this Amendment, the “Loan Agreements”),
dated January 12, 2017, among the Company, Rimon Gold, and Ridge Valley Corporation (“Ridge”), (iii) an amendment
to the First Convertible Loan Agreement, dated December 21, 2017, (iv) an amendment to the Loan Agreements, dated October 19,
2018, (v) an amendment to the Loan Agreements, dated March 4, 2019, and (iv) an amendment to the Loan Agreements, dated May 31,
2019;


 


WHEREAS,
pursuant to an assignment and assumption agreement, Fisher is party to the Second Convertible Loan Agreement;


 


WHEREAS,
pursuant to an assignment and assumption agreement of all of Ridge’s rights under the Second Convertible Loan Agreement,
Mobigo is party to the Second Convertible Loan Agreement;


 


WHEREAS,
the parties desire to amend the First Convertible Loan Agreement and the Second Convertible Loan Agreement as more particularly
set forth below;


 


NOW
THEREFORE, the parties do hereby agree as follows:


 


 


		1.	All
                                         of the terms which are used in this Amendment and are not explicitly defined herein shall
                                         have the meanings assigned to them in the Second Convertible Loan Agreement.



 


		2.	The
                                         parties acknowledge that the outstanding loan amounts (principal and accrued interest),
                                         Loan Warrants, Investment Rights and Investment Options set forth in Exhibit A hereto
                                         are true and correct and that, other than the securities set forth therein, they are
                                         not entitled to any other securities issued or issuable in connection with the Loan Agreements.



 


		3.	Subject
                                         to a Lender’s written election to convert (such Lender, a “Converting Party”)
                                         at least quarter (25%) of its outstanding loan amount (principal and interest) under
                                         the Loan Agreements as set forth in Columns (2) and (3) of Exhibit A (the “Outstanding
                                         Loan Amount” and the portion elected to be converted as set forth in Column
                                         (4) of Exhibit A, the “Conversion Amount”) by no later than November
                                         29, 2019, the following terms will apply effective December 13, 2019 (with respect to
                                         such Converting Party only) (the “Loan Conversion”):



 


		a.	The
                                         conversion price per share of common stock of Parent (each, a “Share”)
                                         will be reduced to $0.27 (the “Conversion Price”) and, Parent shall
                                         issue the Converting Party a number of Shares equal to the Conversion Amount (which,
                                         for the sake of clarity, may not be less than 25% of the outstanding loan amount) divided
                                         by the Conversion Price.



 


		b.	For
                                         every single Share that will be issued by Parent as a result of the Loan Conversion,
                                         the Converting Party will be entitled to one warrant (each, a “Conversion Warrant”)
                                         to purchase two Shares.



 






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		c.	The
                                         Conversion Warrants will have an exercise period of five years, an exercise price of
                                         $0.27 per share and the same terms as the form of Warrant attached hereto as Exhibit
                                         B.



 


		d.	The
                                         exercise or conversion price of the convertible securities that each Converting Party
                                         currently holds as set forth in columns (5), (6) and (7) of Exhibit A (each, an “Other
                                         Loan Security” and collectively, the “Other Loan Securities”)
                                         shall be adjusted to $0.27 per share; and the number of shares of common stock issuable
                                         upon conversion or exercise of the Other Loan Securities shall be reduced to equal the
                                         number of shares of common stock originally issuable upon conversion or exercise of Converting
                                         Party’s total number of Other Loan Securities multiplied by (i) the Conversion
                                         Amount divided by (ii) the Outstanding Loan Amounts.



 


		e.	If
                                         at any time while an Other Loan Security is outstanding, the exercise price of the Company’s
                                         Series A Warrants issued pursuant to that certain Securities Purchase Agreement, dated
                                         October 22, 2018 between the Company and the investors thereto, is reduced as a result
                                         of a dilutive issuance (the “New Series A Warrants Exercise Price”)
                                         to an exercise price lower than the exercise or conversion price of such Other Loan Security
                                         then in effect, then the exercise or conversion price of such Other Loan Security then
                                         in effect shall be reduced to the New Series A Warrants Exercise Price.



 


		4.	For
                                         the sake of clarity, the loan amounts (principal and interest) under the Loan Agreements
                                         that are not converted in accordance with the Loan Agreements (and, if applicable, as
                                         amended by Section 3 hereof), will be paid to the Lenders on November 30, 2019 (“Repayment”).



 


		5.	Each
                                         Lender acknowledges and agrees that each of the other Lenders may freely assign all or
                                         part of their rights and obligations under the Loan Agreements (as amended hereby) to
                                         other third parties, subject to applicable securities laws.



 


		6.	For
                                         the removal of doubt, the Repayment (together with the conversion, if any, of the applicable
                                         portion of the loan amounts), will settle all the obligations and liabilities of the
                                         Parent and its affiliates (including the Company) to the Lenders in accordance with the
                                         Loan Agreements (including any liens, guarantees or the like) and, without derogating
                                         from the generality of the foregoing, the Lenders will act to promptly remove all liens
                                         registered in their favor, if any, in this respect.



 


		7.	Except
                                         as may be modified herein, the terms of the Loan Agreements shall remain in full force
                                         and effect.



 


		8.	This
                                         Amendment may be executed in any number of counterparts, each of which when so executed
                                         shall be deemed to be an original and shall be binding upon all parties, their successors
                                         and assigns, and all of which taken together shall constitute one and the same Amendment.
                                         A signature delivered by facsimile shall constitute an original.



 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


 


	WIZE
    PHARMA LTD. 	 	WIZE
    PHARMA, INC.
	 	 	 	 	 
	By:	/s/
    Or
    Eisenberg 	 	By:	/s/
    Or
    Eisenberg 
	Name:  	Or
    Eisenberg	 	Name:  	Or
    Eisenberg
	Title:	CFO
     	 	Title:	CFO
     


 


	

        RIMON
GOLD ASSETS LTD.
	 
	 	 	 
	By:	/s/ Abir
Raveh	 
	Name:  	Abir
    Raveh	 
	Title:	 	 


 


	MOBIGO
INC.
	 
	 	 	 
	By:	/s/ Priscilla
Julie	 
	Name: 	Priscilla
Julie	 
	Title:	Director	 


 


	/s/
    Shimshon
    Fisher 	 
	Shimshon
    Fisher	 
	 	 	 


 






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EXHIBIT
A


 


	(1)	 	(2)	 	 	(3)	 	 	(4)	 	 	(5)	 	 	(6)	 	 	(7)	
	LENDER	 	PRINCIPAL
 AMOUNT	 	 	ACCRUED
 AND
 UNPAID
 INTEREST
 (through
 Maturity
 Date)	 	 	CONVERSION
 AMOUNT


(PRINCIPAL + INTEREST)


	 	 	INVESTMENT
 RIGHTS	 	 	INVESTMENT
 OPTIONS	 	 	LOAN
 WARRANTS
 (issued in
 connection
 with the
 Amendment,
 dated May 31,
 2019)	 
	Rimon - 2016	 	$	531,067	 	 	$	79,661	 	 	$	305,364	 	 	 	-	 	 	 	391,582	 	 	 	347,213	 
	Rimon - 2017	 	$	274,048	 	 	$	29,231	 	 	$	151,640	 	 	 	308,613	 	 	 	-	 	 	 	173,607	 
	Mobigo	 	$	274,048	 	 	$	29,231	 	 	$	203,197	 	 	 	94,382	 	 	 	-	 	 	 	173,607	 
	Fisher	 	$	274,048	 	 	$	29,505	 	 	$	100,172	 	 	 	95,089	 	 	 	-	 	 	 	173,607	 



 


 


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