Amendment to Debenture Floating Charge dated March 28, 2017 between Wize Pharma Ltd. and Rimon Gold Assets Ltd. (unofficial English translation from Hebrew)

Exhibit 10.28

Unofficial English Translation from Hebrew

Amendment To Debenture (Floating Charge) - Wize Pharma

Amendment To Debenture - Floating Charge

This amendment (“The Amendment”) to the Debenture - floating charge dated March 20, 2016 (“The Debenture”) was signed on March 28, 2017, by Wize Pharma Ltd., a private Israeli limited liability company number 52-003325-9, organized and operating pursuant to the laws of the State of Israel, whose address is 2 Hamanofim Street, Herzlia ###-###-####, Israel (Hereinafter “The Borrower”), and Rimon Gold Assets Ltd., a private Israeli limited liability company number ###-###-####, organized and operating subject to the laws of the State of Israel, whose address is 32 Habarzel Street, Tel Aviv Yafo ###-###-####, 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:

“Whereas The undersigned, the 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 ###-###-####, Israel (Hereinafter “Wize Pharma”), received from the Rimon Gold Assets Ltd. company, a private Israeli limited liability company number ###-###-####, , organized and operating subject to the laws of the State of Israel, whose address is 32 Habarzel Street, Tel Aviv Yafo ###-###-####, 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”);

“(c) Not to sell, assign, transfer, lease, waive, dispose of fully or partially, of any asset, claim or right, current or future of the Borrower, other than as permitted under the loan agreement.”

“(i) 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;”

“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.”

[Signatures page on the following page]

In Witness Whereof, The Parties Signed This Amendment On The Date Appearing At The Top Of This Amendment.

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