Exhibit 10.1

Restated Employment Agreement

This Restated Employment Agreement (this “ Agreement ”) is entered into on August 22, 2018 and effective as of April 1, 2018 (the “ Effective Date ”), by and between Wize Pharma Ltd. (Registration Number 520033259) (the “Company” ), a limited company duly registered under the laws of Israel and having its corporate offices located at 24 Hanagar Street, PO Box 6653, Hod Hasharon, Israel, and Or Eisenberg (ID No. 043367259) (the “Executive” ) of Wissotsky 2 Street, Tel-Aviv, Israel.

NOW, THEREFORE, it has accordingly been warranted, provided and agreed by the parties as follows:

The Executive represents, warrants, confirms and undertakes that he is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, that there is no contractual or other impediment, including physical or mental health issues, to his entering into this Agreement, fulfilling his obligations hereunder or to his employment with the Company and that in entering into this Agreement he is not in breach of any other agreement or obligation to which he is or was a party.

It is hereby expressly stated that the Company reserves the right to terminate the Executive’s employment at any time during the Notice Period, regardless of whether notice of termination of employment was delivered by the Company or whether such notice was delivered by the Executive. In the latter case, such termination shall not constitute a dismissal of the Executive by the Company.

Notwithstanding the foregoing, the Executive may resign for “Good Reason” in the event the Company breaches this Agreement which shall include any (i) material reduction in salary, bonus or benefits, (ii) any assignment to Executive of duties materially inconsistent with his position, (iii) resignation due to sickness that entitles the Executive to severance pay in accordance with Section 6 to the Severance Pay Law, (iv) a material adverse change in the reporting structure applicable to Executive without his consent, such that the title or position of the person or entity to whom the Executive reports is materially reduced from the prior title or position resulting in a material reduction in status or position to the Executive; (v) any material diminution in Executive’s duties, responsibilities or authority, which remains uncured for a period of more than thirty (30) days after written notice of such breach and of Executive’s intention to terminate his employment for “Good Reason” if such breach is not remedied or (vi) any other circumstance that entitles employees to resign under Section 11(a) of Severance Pay Law which remains uncured for a period of more than thirty (30) days after written notice of such breach and of Executive’s intention to terminate his employment for “Good Reason” if such breach is not remedied . If the Executive terminates his employment as provided herein, then such termination shall be effective immediately without any need to provide a prior notice. Additionally, in case of resignation for “Good Reason” the Executive shall be entitled to his Salary and all other fringe benefits (including bonuses as detailed in the Agreement) until the completion of the Term.

5.4.1. Commission of a felonious crime related to the performance of any of his duties to the Company or Parent, breach of trust, willful misconduct or gross negligence in the performance of any of his duties to the Company or Parent which creates or has the potential to create a material adverse effect on the business, reputation or financial condition of the Company or Parent, their funds, property, assets, employees, or customers;

5.4.2. Other circumstances that may deny severance pay under applicable law, including: breach of his fiduciary duty; the Executive committed an offense involving moral turpitude; or Executive is in breach of his obligations regarding confidentiality, non-competition and intellectual property, as described in Section 13 and Exhibit B below.

Should the Executive continue to serve as Acting CEO, he will be entitled to receive an additional monthly bonus in addition to the Salary in the gross amount as described in Exhibit A (the “ Monthly Bonus ”).

The Monthly Bonus shall not be deemed for all purpose and intent, including without limitation for social rights, pension contributions and severance pay. The date of payment of the Monthly Bonus shall be paid in accordance with the Company’s normal and reasonable pay-roll practices, no later than the 9th day of each month.

The Salary may be reviewed annually and may be adjusted upward, subject to the discretion of the Compensation Committee of Parent.

Notwithstanding the foregoing, the Salary shall be increased by 10% upon completion of the uplisting of the Parent on, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market or The New York Stock Exchange, Inc.

In addition to the above, the Salary shall be increased by an additional 10% upon completion of the Phase IV study randomized, double-masked study of LO2A versus Alcon’s Systane ^® Ultra UD, an over-the-counter lubricant eye drop product used to relieve dry and irritated eyes which is intended to evaluate the safety and efficacy of LO2A for symptomatic improvement of DES in 60 adult patients with Sjögren’s.

In addition to the above, the Salary shall be increased by NIS 10,000 upon each final closing of a financing of the Company or Parent during the course of the employment of the Executive in which the Company raises and actually receives a net aggregate amount of USD $4,000,000. For removal of doubt, it is hereby clarified that the financing amounts mentioned above shall exclude any finder’s fees, closing costs, legal and accounting fees, etc. and such costs will not be deemed to be deducted from the financing amounts received in the framework of a financing round when determining the amounts actually received by the Company for purposes of calculating salary increases due to be paid to the Executive under this Section.

The increased salaries as described in this Section 7.5 shall be referred as the Salary for all purpose and intent including for all social benefits.

For avoidance of any doubt, the increases under this Section 7.5 shall refer to the Salary as shall be updated from time to time immediately prior to each increase.

In addition to the above, the Executive will be entitled to 1% of the gross value proceeds (including without limitation cash, stocks, options, compensation, deferred compensation, etc.) received by the Company and/or a Wize Party’s consummation of a Material Transaction during the Employment Period. “ Material Transaction ” means (i) the sale of a Wize Party, (ii) the sale of all or substantially all of the assets of a Wize Party, (iii) a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another entity whereby such other entity acquires more than the 50% of the outstanding capital of a Wize Party, (iv) a debt or equity financing transaction consummated by a Wize Party that is deemed to be a Material Transaction by the Parent’s Board of Directors, (v) a licensing agreement between a Wize Party and a third party or (vi) any other transaction deemed to be a Material Transaction by the Parent’s Board of Directors (the “ Transaction Grant ”) in its sole discretion. “ Wize Party ” means the Company, the Parent or an entity that is wholly or partially owned by the Company or the Parent.

The Transaction Grants shall not be deemed as salary for all purpose and intent, including without limitation for social rights, pension contributions and severance pay.

The Transaction Grant shall be paid to the Executive 10 days following the receipt of the total net proceeds (whether paid in cash or cash equivalent) to be received by the Company or anyone on its behalf in connection with a Material Transaction.

The Board shall be entitled to reduce the compensation payable as Transaction Grants, in whole or in part, at its good faith discretion.

The Executive shall be entitled to an annual cash bonus at the discretion of the Board.

The Transaction Grants and any and all additional performance based compensation (collectively, the “ Clawback Benefits ”) shall be subject to “ Clawback Rights ” as follows: during the period that the Executive is employed by the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Company financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the applicable financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Board to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Board following a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Board in good faith and in accordance with applicable law, rules and regulations. All determinations by the Board with respect to the Clawback Rights shall be final and binding on the Company and the Executive. For purposes of this Section 7.8, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of applicable Wize Party with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“ Restatements ”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank Act ”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules and regulations as hereafter may be adopted and in effect.

The Company and the Parent will provide coverage for the Executive under any Directors and Officers insurance coverage made available to executive officers of the Company and the Parent. In addition, the Company shall indemnify the Executive in advance as customary at the Company and subject to the Company’s Article of Association and the applicable law. The Company shall maintain such Directors and Officers insurance coverage with the same terms and conditions for a period of 7 years after the termination of employment, including in case of a merger or a change of control, per the Executive’s request.

The Company and the Executive continue the Executive pension arrangement (a Managers’ Insurance Policy (the “ Policy ”) and/or Pension Fund (the “ Pension Fund ”) and/or alike, or a combination of plans that best suit the Executive’s anticipated future needs). As such, the Executive shall continue to be entitled to a pension arrangement in accordance with his choice. For the avoidance of doubt, in the event the Executive elects to combine plans, the contributions percentages will relate to such portion of Salary that the Executive has allocated towards each benefit plan as follows:

The Company shall make monthly contributions on the Executive’s behalf to a recognized advanced study fund (the “ Study Fund ” (“Keren Hishtalmut”)) and shall deduct from the Salary his part at the Study Fund and transfer those monies to the Study Fund, as set forth in Exhibit A ; all subject to the maximum amount stated in Section 3(e) of the Income Tax Ordinance 1961 (the “Income Tax Ordinance” ). For the avoidance of any doubt, said contributions shall not exceed the tax-exempt ceiling set by the applicable law for tax purposes.

The Executive shall be entitled to such number of annual vacation business days as set forth in Exhibit A . Notwithstanding the foregoing, the Executive shall make all efforts to exercise his annual vacation; however, if the Executive is unable to utilize all the vacation days by the end of a calendar year, the Executive shall be entitled to accumulate the unused balance of the vacation days standing to his credit up to and not exceeding the Maximum Quota (as defined in Exhibit A ). Any amounts exceeding such Maximum Quota shall be cancelled by the Company and will not be redeemable in any event. Any vacation shall be coordinated and approved in advance with the Chairman of the Board.

The Executive shall be entitled to paid sick days and Recreation Pay (‘Dme’i Havra’a’) in accordance with applicable law, except that full paid shall be paid from first sick day without any need in any medical certificate. For avoidance of any doubt, accrued sick days shall not be redeemed.

The Executive agrees to be bound by, and shall have executed and delivered to the Company, the Confidential Information, Non-Compete and Invention Assignment Agreement, substantially in the form of Exhibit B hereto.

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS HERETO AS OF THE DATE FIRST WRITTEN ABOVE:

Wize Pharma, Inc. , only with

respect to Sections 4.1, 7.5, 7.6 and 7.8

EXHIBIT B – CONFIDENTIALITY AND NON-COMPETE AGREEMENT

This CONFIDENTIALITY AND NON-COMPETE AGREEMENT (the “Agreement”), dated as of August 22, 2018 by and between Or Eisenberg, I.D. Number 043367259, residing at Wissotsky 2 Street, Tel-Aviv, Israel (the “ Employee ”) and Wize Pharma Ltd. (the “ Company ”) a limited company duly registered under the laws of Israel and having its corporate offices located at 24 Hanagar Street, PO Box 6653, Hod Hasharon, Israel.

WHEREAS, the Employee is employed by the Company pursuant to the Employment Agreement between the parties hereto, dated as of the date hereof (the “Employment Agreement”);

WHEREAS, during the Term (as defined in the Employment Agreement), Employee may become privy to certain Confidential Information (as defined below) of the Company, and Employee understands that the confidentiality of such Confidential Information is extremely important to the Company.

NOW, THEREFORE, in consideration of Employee’s employment by the Company and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

The Employee undertakes that during the period of his engagement with the Company and for a period of 6 months following termination of his engagement with the Company, for any reason:

The Employee will assist the Company, upon Company’s first request, to obtain, and from time to time enforce, any Company IPR worldwide, including without limitation,  executing, verifying  and delivering  such documents and performing such other acts as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Company IPR. Such obligation shall remain in effect beyond the termination of the Employee’s relationship with the Company, all for no additional consideration, provided that Employee shall not be required to bear any expenses as a result of such assignment. In the event the Company is unable for any reason, after reasonable effort, to secure Employee’s signature on any document required, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney in fact to act for and on its behalf to further the above purposes.   

I, OR EISENBERG, HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

ACCEPTED AND AGREED TO:

EXECUTIVE

ANNEX “A”

Company policy regarding use of computer systems, internet browsing and company email

1. It is strictly forbidden to make use of Company ¹ computers, internet browsing or Company email for any purposes which are illegal, inappropriate or unsuitable, including accessing inappropriate or unsuitable websites (such as pornographic websites). It is additionally forbidden to install any programs on Company computer systems, or make use of any such system to transfer materials unrelated to work or detrimental to the Company, its clients, employees, or any other third party. Misuse of Company computers, internet browsing or company emails may cause considerable harm to the company or other third parties, as well as the computer systems themselves and their users. If in doubt, please refer to the Company IT Manager.

2. We would like to clarify that the Company does not forbid private use of the computer made available to you for work purpose or the office internet connection, within reasonable bounds, and while always maintaining confidentiality (as set forth in your Employment Agreement), without derogating from work requirements and subject to Section 1 above. Nonetheless, it is important to clarify that due to the nature of the Company computer systems, network operational maintenance requirements, as well as for the implementation of this Section 2, the Company may block certain websites from access, and the Company IT Manager may access any computer on the Company network, and accordingly, any information found on your computer may be exposed to the Company IT Manager and his /her superiors.

3. The Company provides you with an email account exclusively for professional use as required within the scope of your position in the Company. Therefore, the Company shall be entitled to monitor and conduct surveillance of the communicated data in any such professional mailbox. You are aware, and hereby consent that the Company shall be permitted to access the contents of such mailbox, should an urgent professional need arise or in case there is grave concern or reasonable grounds for concern regarding activity which is illegal or harmful to the Company or any third party (including violation of the terms above), or in any other case in accordance with applicable law. Such monitoring shall be conducted proportionally, in adherence to the goals as stated above, and the information, if aggregated, shall be stored solely for the period of time required for the purposes as stated above. The monitored information, if and any as such, shall not be transferred to any third party, excluding the security and support service provider of the Company’s computer systems, any security and support service provider which shall replace it in the future, or in accordance with applicable law, subject to the aforementioned. Accordingly, any information found in the professional electronic mailbox may be accessible to the Company, and as such it should be taken into account that any private use of the professional mailbox should be avoided. At the expiration of your position with the Company, any private correspondence saved in the professional mailbox must be removed (if any such correspondence exists despite the above) and any information found in the professional mailbox (which should contain solely professional correspondence) shall be exposed to the relevant parties in the Company. If you wish to do so, you may make private use of electronic mail correspondence using a private and external mail service (such as gmail), with which you may send and receive private correspondence which will not be exposed to the Company, and so long as such use is made reasonably and in adherence to the Company policy as stated above.

4. It is also clarified that the Company may allow other employees and other third parties and use the personal laptop / laptop that is given to you for your work. Since the computer, e-mail, corporate network and internet connection are provided for professional purposes only, the Company has the right to disconnect you from such systems at its sole discretion at any time. Without prejudice to the foregoing, it is prohibited to leave these tools and / or to give access to any of these tools without supervision and / or contrary to the Company’s policy. In any case where there is a concern that another party, other than you, has access to these tools (for example, in the event of password disclosure, theft and / or loss), contact the computer administrator immediately.

¹ All terms not defined herein shall have the meaning ascribed to them in the Employment Agreement.

5. In addition, you are to avoid using the Internet in general and social networks in particular in a manner that is likely to create the impression that your private use of the social networks is on behalf of the Company and/or or in its name. Thus, for example, it is forbidden to upload pictures or other information connected to the Company or the Company’s events or the Company’s employees, or make use of the Company’s name or any insignia in a manner that indicates that your publication is an official publication of the Company, as opposed to your private publication, upon your own authority. In any event of doubt, you may contact the IT Manager with any questions.

6. For the avoidance of any doubt, the IT Manager, anyone acting on his behalf, and any other person who has access to the e-mail, computer and the various folders, are to refrain from any use at all of the information therein, including its publication or any other personal use, beyond the purposes delineated in this policy, and to keep this information in strictest confidence.

7. It is preferable, that during your absence from work, for whatever reason, you leave an orderly “out of office” email message with the date of your return and a referral to whomever is substituting for you during the period of your absence.

8. You undertake that, at the termination of your employment, you transfer the content of the computer and your email account, as is, to the IT Manager. If you wish to delete personal and private files or to remove them from the computer – this shall be done only with the approval of and in coordination with the IT Manager.

9. After termination of your employment, the Company, by means of the direct supervisor and IT Manager, shall be entitled to access your computer, email account and folders.

10. You are required to keep current regarding the Company’s policy of computer use as will be updated from time to time.

I hereby read and declare I read this Annex A, understood its provisions and agree thereto.

[ TRANSLATED FROM HEBREW- THE HEBREW VERSION IS THE BINDING VERSION ]

ANNEX “B”

GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS

TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY

By virtue of my power under section 14 of the Severance Pay Law, 5723-1963 (hereinafter: the “ Law ”), I certify that payments made by an employer commencing from the date of the publication of this approval for his employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 5724-1964 (hereinafter: the “ Pension Fund ”) or to managers insurance including the possibility to receive annuity payment under an insurance fund as aforesaid (hereinafter: the “ Insurance Fund ”), including payments made by the employer by a combination of payments to a Pension Fund and an Insurance Fund (hereinafter: the “ Employer’s Payments ”), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “ Exempt Salary ”), provided that all the following conditions are fulfilled:

In the event the employer has made payments in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 2 ¹ / ₃ % of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance pay.

(2) No later than three months from the commencement of the Employer’s Payments, a written agreement was executed between the employer and the employee which included:

(a) the employee’s consent to an arrangement pursuant to this approval in a text specifying the Employer’s Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;

(b) an advance waiver by the employer of any right which he may have to a refund of monies from its payments, except in cases in which the employee’s right to severance pay was denied by a final judgment pursuant to sections 16 or 17 to the Law and/or in cases in which if such severance pay was denied the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; for these purposes “Entitling Event” means death, disability or retirement at or after the age of 60.

(3) This approval is not such as to derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.

15th Sivan 5758 (9th June 1998).

Eliahu Ishai

Minister of Labor and Welfare

19

Exhibit 10.2

RESTATED CONSULTING SERVICES AGREEMENT

This Restated Consulting Services Agreement (the “ Agreement ”) is entered into on August 20, 2018 and effective as of April 29, 2018 (the “ Effective Date ”), by and among Wize Pharma Ltd. (Registration Number 520033259), a limited liability company operating under the laws of Israel with offices at Hanagar 24, PO Box 6653 Hod Hasharon, Israel (the “ Company ”) and N. Danenberg Holdings (2000) Ltd. (Registration Number 512950981), a limited liability company operating under the laws of Israel having its principal place of business at Borochov 4, Hod- Hasharon, (the “ Consulting Company ”) through Noam Danenberg I.D. 27868272, an individual residing at Borochov 4, Hod Hasharon (“ Mr. Danenberg ”). The Company, Consultant and Mr. Danenberg are hereinafter referred to collectively as the “ parties ” and individually as a “ party ”.

R E C I T A L S :

WHEREAS, the parties wish to restate their engagement according to the service agreement between them dated September 30, 2015 (the “ Prior Agreement ”) subject to and in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto intending to be legally bound hereby agree as follows:

In this regard, the Consulting Company through Mr. Danenberg exclusively shall provide the Company and any of its Affiliates with services typically performed by a Chief Operating Officer, including general strategic consulting services, as required in the field of business development and raising funds, all as shall be required from time to time by the Company (the “ Consulting Services ” or the “ Services ”).

While acting as a representative of Consulting Company, Mr. Danenberg shall report to and receive instructions from the Company’s Chief Executive Officer or such other person designated by the Board of Directors of the Company from time to time.

The Services shall be performed by Mr. Danenberg primarily from the Company’s Israeli offices, however, Mr. Danenberg acknowledges that the Services may require international and local travel from time to time.

Each of the Consulting Company and Mr. Danenberg (the “ Consulting Parties ”) hereby represents and warrants, jointly and severally that:

The term of engagement shall continue in effect from the Effective Date and end on the third anniversary of the Effective Date (the “ Term of Engagement ”). The engagement according to this Agreement may be terminated only after the Term of Engagement by either party subject to the delivery of a prior written notice by the terminating party of 120 days (the “ Notice Period ”). It is hereby clarified and agreed that in case that the engagement is terminated by the Company, other than for Cause, the Consulting Company shall be entitled to the Service Fees and all other entitlements (including bonuses as detailed in the Agreement) until the completion of the Term.

Notwithstanding the foregoing, the Service Fees shall be increased by 10%, upon completion of the uplisting of the Parent on, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market or The New York Stock Exchange, Inc.

In addition to the above, the Service Fees shall be increased by an additional 10% upon completion of the Phase IV study randomized, double-masked study of LO2A versus Alcon’s Systane ^® Ultra UD, an over-the-counter lubricant eye drop product used to relieve dry and irritated eyes which is intended to evaluate the safety and efficacy of LO2A for symptomatic improvement of DES in 60 adult patients with Sjögren’s.

In addition to the above, the Service Fees shall be increased by NIS 10,000 upon each final closing of a financing of the Parent or the Company during the course of the engagement of the Consulting Company in which the Company raises and actually receives an aggregate amount of USD $4,000,000. For removal of doubt, it is hereby clarified that the financing amounts mentioned above shall exclude any finder’s fees, closing costs, legal and accounting fees, etc. and such costs will not be deemed to be deducted from the financing amounts received in the framework of a financing round when determining the amounts actually received by the Company for purposes of calculating fee increases due to be paid to the Consulting Company under this Section.

The increased Service Fees as described in this Section 6.5 shall be referred as the Service Fees for all purpose and intent.

For avoidance of any doubt, the increases under this Section 6.5 shall refer to the Service Fees as shall be updated from time to time immediately prior to each increase.

The Transaction Grant shall be paid to the Consulting Company 10 days following the receipt of the total net proceeds (whether paid in cash or cash equivalent) to be received by the Company or anyone on its behalf in connection with a Material Transaction.

The Consulting Company may receive an annual cash bonus at the discretion the Board.

Each of the Consulting Company and Mr. Danenberg hereby declares and undertakes that its relationship with the Company will be that of an independent consultant and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship between the Company and Consulting Company and/or Mr. Danenberg.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS HERETO AS OF THE DATE FIRST WRITTEN ABOVE:

Appendix B

Company policy regarding use of computer systems, internet browsing and company email

1. It is strictly forbidden to make use of the Company’s ² computers, internet browsing or Company email for any purposes which are illegal, inappropriate or unsuitable, including accessing inappropriate or unsuitable websites (such as pornographic websites). It is additionally forbidden to install any programs on the Company’s computer systems, or make use of any such system to transfer materials unrelated to work or detrimental to the Company, its clients, employees, consultants or any other third party. Misuse of the Company’s computers, internet browsing or company emails may cause considerable harm to the company or other third parties, as well as the computer systems themselves and their users. If in doubt, please refer to the Company’s IT Manager.

2. We would like to clarify that the Company does not forbid private use of the computer made available to you for work purpose or the office internet connection, within reasonable bounds, and while always maintaining confidentiality, without derogating from work requirements and subject to Section 1 above. Nonetheless, it is important to clarify that due to the nature of the Company computer systems, network operational maintenance requirements, as well as for the implementation of this Section 2, the Company may block certain websites from access, and the Company’s IT Manager may access any computer on the Company’s network, and accordingly, any information found on your computer may be exposed to the Company’s IT Manager and your superiors.

3. In case that the company provides you with an e-mail account for the services, it is exclusively for professiona l use as required within the scope of your duties relating to providing services and/or position in the Company. Therefore, the Company shall be entitled to monitor and conduct surveillance of the communicated data in any such professional mailbox. You are aware, and hereby consent that the Company shall be permitted to access the contents of such mailbox, should an urgent professional need arise or in case there is grave concern or reasonable grounds for concern regarding activity which is illegal or harmful to the Company or any third party (including violation of the terms above), or in any other case in accordance with the law. Such monitoring shall be conducted proportionally, in adherence to the goals as stated above, and the information, if aggregated, shall be stored solely for the period of time required for the purposes as stated above. The monitored information, if and any as such, shall not be transferred to any third party, excluding the security and support service provider of the Company’s computer systems, any security and support service provider which shall replace it in the future, or in accordance with the law, subject to the aforementioned. Accordingly, any information found in the professional electronic mailbox may be accessible to the Company, and as such it should be taken into account that any private use of the professional mailbox should be avoided. At the expiration of your engagement with the Company, any private correspondence saved in the professional mailbox must be removed (if any such correspondence exists despite the above) and any information found in the professional mailbox (which should contain solely professional correspondence) shall be exposed to the relevant parties in the Company. If you wish to do so, you may make private use of electronic mail correspondence using a private and external mail service (such as gmail), with which you may send and receive private correspondence which will not be exposed to the Company, and so long as such use is made reasonably and in adherence to the Company policy as stated above.

4. It is also clarified that the Company may allow other employees, consultants and other third parties and use the personal laptop / laptop that is given to you for your services. Since the computer, e-mail, corporate network and internet connection are provided for professional purposes only, the Company has the right to disconnect you from such systems at its sole discretion at any time. Without prejudice to the foregoing, it is prohibited to leave these tools and / or to give access to any of these tools without supervision and / or contrary to the Company’s policy. In any case where there is a concern that another party, other than you, has access to these tools (for example, in the event of password disclosure, theft and / or loss), contact the computer administrator immediately.

² All terms not defined herein shall have the meaning ascribed to them in the Service Agreement.

5. In addition, you are to avoid using the Internet in general and social networks in particular in a manner that is likely to create the impression that your private use of the social networks is on behalf of the Company and/or or in its name. Thus, for example, it is forbidden to upload pictures or other information connected to the Company or the Company’s events or the Company’s employees, or make use of the Company’s name or any insignia in a manner that indicates that your publication is an official publication of the Company, as opposed to your private publication, upon your own authority. In any event of doubt, you may contact the IT Manager with any questions.

6. For the avoidance of any doubt, the Company’s IT Manager, anyone acting on your behalf, and any other person who has access to the e-mail, computer and the various folders, are to refrain from any use at all of the information therein, including its publication or any other personal use, beyond the purposes delineated in this policy, and to keep this information in strictest confidence.

7. It is preferable, that during your absence from work, for whatever reason, you leave an orderly “out of office” email message with the date of your return and a referral to whomever is substituting for you during the period of your absence.

8. You undertake that, at the termination of your engagement, you transfer the content of the computer and your email account, as is, to the IT Manager. If you wish to delete personal and private files or to remove them from the computer – this shall be done only with the approval of and in coordination with the IT Manager.

9. After termination of your engagement, the Company, by means of the direct supervisor and IT Manager, shall be entitled to access your computer, email account and folders.

10. You are required to keep current regarding the Company’s policy of computer use as will be updated from time to time.

I hereby read and declare I read this Appendix B, understood its provisions and agree thereto.

I hereby confirm that I, Mr. Danenberg, have read this Agreement, understood its terms and agree to be personally bound by all its terms and provisions.

Appendix C – CONFIDENTIALITY AND NON-COMPETE AGREEMENT

This CONFIDENTIALITY AND NON-COMPETE AGREEMENT (this “ Agreement ”) dated as of August 20, 2018 (the “ Effective Date ”) among Wize Pharma Ltd. (Registration Number 520033259), an Israel limited liability company with offices at Hanagar 24, PO Box 6653 Hod Hasharon, Israel (the “ Company ”), N. Danenberg Holdings (2000) Ltd. (Registration Number 512950981), an Israel limited liability Company having its principal place of business at Borochov 4, Hod- Hasharon, Israel (the “ Consulting Company ”) and Noam Dannenber, an individual residing at Borochov 4, Hod- Hasharon, Israel (“ Mr. Danenberg ”).

WHEREAS , the Company engages the Consulting Company to provide certain services exclusively through Mr. Danenberg, and the Consulting Company accepts such engagement; and

WHEREAS , it is critical for the Company to preserve and protect its Confidential Information (as defined below), its rights in Inventions (as defined below) and in all related intellectual property rights, and Consulting Company and Mr. Danenberg (the “ Consulting Parties ”) are entering into this Undertaking as a condition to consulting agreement with the Company.

NOW, THEREFORE, in consideration of the mutual promises and herein, the Consulting Parties agree as follows:

References herein to the term “ Company ” shall include any of the Company’s direct or indirect parent, subsidiary and affiliates companies, and their respective successors and assigns.

The Consulting Parties agree that during the Term of the Engagement and thereafter, the Consulting Parties shall maintain in complete confidence any matters that relate to the Company, its affairs or business, including regarding the terms and conditions of it engagement, and that it shall not harm its goodwill or reputation, and it agrees to the provisions of the confidentiality, non-competition, non-solicitation and intellectual property clauses as specified below.

For avoidance of any doubt, it is hereby clarified that the Consulting Parties’ obligations and representations and the Company’s rights under this Agreement shall apply retroactively as of the commencement of the parties’ engagement, regardless of the Effective Date.

The Consulting Parties’ obligations under this Agreement derive from the services provided by the Consulting Parties to the Company, along with all matters connected therewith, and the terms and conditions of the Consulting Parties engagement pursuant to the Service Agreement, including its compensation and benefits, have been determined in part, inter alia, in consideration of this undertaking and constitute sufficient consideration for the Consulting Parties obligations hereunder.

The Consulting Parties undertake that during the Term of Engagement with the Company and for a period of 6 months following the Termination of Engagement:

The Consulting Parties will assist the Company, upon Company’s first request, to obtain, and from time to time enforce, any Company IPR worldwide, including without limitation,  executing, verifying  and delivering such documents and performing such other acts as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Company IPR. Such obligation shall remain in effect beyond the termination of the Consulting Parties’ relationship with the Company, all for no additional consideration, provided that the Consulting Parties shall not be required to bear any expenses as a result of such assignment. In the event the Company is unable for any reason, after reasonable effort, to secure the Consulting Parties signatures on any document required, the Consulting Parties hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as its agent and attorney in fact to act for and on its behalf to further the above purposes.   

[Signature page follows]

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS HERETO AS OF THE DATE FIRST WRITTEN ABOVE:

20