Exhibit 2.1

AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 14, 2015,by and between Mr. Dan Oz (the “Founder”) founder and shareholder of Improved Vision Systems (I.V.S) Ltd., a company incorporated under the laws of the State of Israel (the “Company”), all other shareholders of the Company (the “Other Shareholders” together with the Founder, each listed on Schedule A attached to the SPA (as defined below), the “Sellers”), and OphthaliX Inc., a corporation incorporated under the laws of the State of Delaware, or any subsidiary thereof (“OphthaliX” or the “Purchaser”). Each of the Sellers and the Purchaser shall sometimes be referred to as a “Party” and together, as the “Parties”.

WHEREAS the Company, the Sellers and the Purchaser entered into that certain Share Purchase Agreement (the “SPA”), dated June 18, 2015,setting forth, among others, certain matters regarding:(i) the sale, transfer and assignment of the Company's issued and outstanding ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) currently held by the Sellers, in consideration for an aggregate amount of 2,920,748 shares of common stock of the Purchaser, par value US$ 0.001 (the “Common Stock”), and (ii) the exchange of the Options (as defined in the SPA) of the Company, currently committed to the Option Holders (as defined in the SPA), into an aggregate amount of 303,174 options to purchase shares of Common Stock of the Purchaser, all as detailed in the SPA; and

WHEREAS, the Parties desire to amend certain provisions of the SPA, all as more fully set out herein.

All capitalized terms used and not otherwise defined herein shall have the meanings given them in the SPA.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

"8.2.2. Completion of a fundraising by OphthaliX of an amount of not less than US$3 Million (the “Fundraising”)."

"In addition to the aforementioned, the Purchaser shall within three (3) days from the Initial Closing reimburse the Founder for all costs and expenses incurred in behalf of the Company, in connection with the maintenance of the Company's Intellectual Property and management accounts, provided that such reimbursement shall not to exceed NIS 50,000."

[signature page immediately follows]

IN WITNESS WHEREOF the parties have signed this Amendment as of the date first hereinabove set forth.

THE COMPANY:

IMPROVED VISION SYSTEMS (I.V.S) LTD.

[SIGNATURE PAGES OF AMENDMENT TO SPA, I.V.S – OPHTHALIX, AUGUST 2015]

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