Addendum to Private Placement Agreement between Wize Pharma Ltd. and Jonathan Brian Rubini (June 2017)
This addendum modifies a previous Private Placement Agreement between Wize Pharma Ltd. and investor Jonathan Brian Rubini. It updates the terms for issuing shares and warrants to the investor. Wize will issue 1,428,571 common shares to Rubini, subject to certain closing conditions. Additionally, if Wize completes a merger with Ophthalix Inc. and is delisted from the Tel Aviv Stock Exchange, Rubini may request 1,500,000 non-marketable warrants, each convertible into one common share at a set price, exercisable for three years.
Exhibit 10.34
ADDENDUM to Private Placement Agreement
This addendum (the “addendum”) is entered into as of 15 June 2017, by and among Wize Pharma Ltd. C.N. 520033259 5B hanagar st., Hod Hasahron (“Wize”) to Jonathan Brian Rubini US PASSPORT XXXX 2655 Marston Drive Anchorage, Alaska 99517 (“Investor”) and, pursuant to that Private Placement Agreement (‘the agreement”), dated as of May 25 2017, by and among Wize and the Investor named therein.
| 1. | Reference is made herewith to the agreement. |
| 2. | Capitalized terms used but not otherwise defined in this Addendum shall have the meanings assigned thereto in the Agreement. |
| 3. | Article 3.1 of the Agreement shall be replaced henceforth with the following text: ’,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, and subject to the completion of the Company merger with OPHTHALIX INC, an Public Company whose shares are listed in the OTC stock Exchange, and to the unlisting of the share of Wize from tase, the Company will allot to the investor at his request 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”). |
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 |
