Exhibit 10.7


 


Agreement
for the provision of promotion services


Dated
April 21 2021


by
and between:


Maris-Tech
Ltd.


Company
number 51-413573-0


of
Golda Meir Street, Ness Ziona


(“Company
“)


On
the one side;


and:


Alla
Felder Ltd.


Company
number 51-513507-7


of
POB 286, Udim


(“Felder")


and


A.
Klainer Finances Ltd.


Company
number 51-467034-8


of
35 Benbenisti Street, Rishon Lezion


(“Klainer")


(Klainer
and Felder will be called “Promoters” together)


On
the other side;


  


	 	WHEREAS:	the parties are
interested in Promoters providing Company with promotion services, for the purpose of Company contracting with investment Banker Mr.
Kfir Zilberman and/or Aegis Capital Corp. (”Investment Banker”)in a transaction whereby Company will be listed
on the Nasdaq Stock Exchange or the Tel Aviv Stock Exchange and will also raise capital, as specified below (“Services");
	 	 	 
		Whereas:	Promoters
                                            represents that they may provide consulting and/or promotion services to other companies
                                            and/or entities and that they may have a business relationship with the Investment Banker;



 


		Whereas:	the
                                            parties agreed that the Services will be provided by the Promoters, as independent contractors,
                                            under the terms of this agreement, and without any employer-employee relationship between
                                            the parties;



 


Accordingly,
it was agreed between the parties as follows:


 


		1.	Preamble,
                                            title and commentary



 


		1.1	The
                                            preamble to this Agreement and the appendices to this Agreement form an integral part thereof.



 


		1.2	The
                                            titles of the clauses of this Agreement are intended for the convenience of reading only
                                            and may not be used for the purposes of the interpretation of the Agreement .



 


		2.	Representations
                                            and warranties of the parties



 


		2.1	Each
                                            of the parties hereto represents and warrants that there is no impediment, by law or by agreement,
                                            or by its constitutional documents, or by any other obligation imposed on it, whether by
                                            agreement or by law and/or no need to obtain approvals from any third party, to enter into
                                            this Agreement and to consummate all its obligations hereunder.



 


		2.2	Company
                                            represents and warrants that it received all necessary agreements and approvals required
                                            under its constitutional documents as well as all the permits and approvals required under
                                            any applicable law, in connection with its obligations hereunder and the consummation of
                                            its obligations hereunder, as required.



 






     




     


    

 


		2.3	Promoters
                                            declare that it will not use the information that comes into its possession in connection
                                            with the provision of the Services, for any purpose, except for the provision of the Services
                                            under this Agreement.



 


		3.	Roles
                                            of Promoters



 


The
Promoters will provide Company with the promotion services, in conection with Company engaging with the Investment Banker. It is hereby
clarified that this Agreement does not include all the services that Company may require, in connection with the implementation of the
agreement with the Investment Banker, including the preparation of financial statements, preparation of a prospectus and the like. Company
and its consultants have exclusive discretion, both in deciding whether to enter into an agreement with the Investment Banker and on
what terms, and in deciding with which parties to agree for the purpose of implementing the agreement with the Investment Banker.


 


		4.	The
                                            consideration



 


		4.1	In
                                            return for the Services under this Agreement, Promoters will be entitled, in equal parts
                                            between them, to 721,637 Warrants (Attached as Appendix A to this Agreement is Company's
                                            cap table), which each whole warrant exercisable to purchase 1 Ordinary Share of the Company,
                                            against the sum of US $ 0.0001 per warrant, for a period of 5 years from the date of their
                                            allotment.



 


The
warrants will be granted to Promoters on the date of signing a Pre-IPO binding agreement with the Investment Banker and will be exercisable
(knock in warrants) in full (the vesting date) only as of the date of completion of a listing of Company's shares on the Nasdaq Stock
Exchange or Tel Aviv Stock Exchange. In any case, that the IPO not completed, for any reason, the warrants will expire, and the Promoters
will not be entitled to any consideration for the promotion services, except as specified in section 4.5 below.


 


		4.2	In
                                            addition, subject to Company's listing on the Nasdaq Stock Exchange or the Tel Aviv Stock
                                            Exchange and shortly after its first public offering, Promoters will be entitled, equally
                                            divided between them, to Warrants, which each whole warrant exercisable to purchase 1 Ordinary
                                            Share of the Company, , at the amount of 3% (on fully diluted basis) of the Company equity
                                            after listing on the Nasdaq Stock Exchange or the Tel Aviv Stock Exchange. Each warrant will
                                            be exercisable to purchase 1 Ordinary Share of the Company, against an exercise price per
                                            share identical to the price per share of the public offering, for a period of 5 years from
                                            the date of their allotment.



 


		4.3	The
                                            number of warrants will be adjusted proportionally in order to proportionally preserve the
                                            number of shares to which Promoters are entitled for the warrants and the exercise price
                                            will not change, in any case of change in Company's issued share capital due to dividend
                                            in shares (benefit shares), split, consolidation or exchange of shares or change in the capital
                                            structure of Company (except in the case of issuance of shares to third parties against consideration
                                            for cash).



 


		4.4	Shortly
                                            before the date of allotment of the options, as stated in sections 4.1 and 4.2 above, Company
                                            will provide Promoters with a valuation of the options (also required for the purpose of
                                            Company prospectus) and Promoters will issue a lawful tax invoice to Company for the value
                                            of the warrats granted, as required by law for the Services provided by them. Company will
                                            pay Promoters by bank transfer the value-added tax component within 3 days from the date
                                            of receipt of the lawful tax invoice.



 






     




     


    

 


		4.5	If
                                            no IPO is completed as stated in section 4.1 above, all warrants will expire and in such
                                            a case, as long as Company raised money from or through the Investment Banker, Promoters
                                            will be entitled to a commission of 5% of the total gross amount raised by or through the
                                            Investment Banker plus VAT, which will be paid within 3 days from the date of receipt of
                                            the money in Company's account, against the lawful issuance of a tax invoice.



 


		4.6	If
                                            Promoters exercise the wru1ants to shares (and as long as Promoters or anyone on their behalf,
                                            including a company held by them or by a family member to whom they transferred their shares,
                                            hold the shares),the Promoters hereby irrevocably empower Mr. Israel Bar to vote for their
                                            shares in the Company and sign any document required to enforce this voting right, at any
                                            time. It is hereby clarified that the provisions of this section shall not apply in the event
                                            that the Promoters sell their shares to a third party.



 


		5.	Limitation
                                            of Liability



 


It
is agreed that, except for a case where it is held by a Court that Promoters acted maliciously or with gross negligence in connection
with the Services, Promoters will not bear any liability towards the Company in anything related to the performance of the Services.
Without derogating from the above, the liability of Promoters to indemnify and/or compensate Company, to the extent that it is determined
that it is liable, will not exceed the consideration actually paid to Promoters under this agreement. It is hereby clarified that this
clause is a material clause of this Agreement, and that Promoters' engagement in this Agreement and its agreement to its terms are based
on the existence of this clause.


 


This
disclaimer will not apply if a Court holds that a material breach of the obligation of confidentiality has been committed.


 


		6.	Promoters
                                            as independent service contractors



 


		6.1	Promoters
                                            are independent services contractor for the performance of all its obligations under this
                                            Agreement and any action under this Agreement is performed by it, for it, at its own expense
                                            and sole responsibility.



 


		6.2	There
                                            are no, and will not be any, employee-employer relationship between Company and those who
                                            will act for the provision of the Services on behalf of Promoters and the provisions of this
                                            Agreement do not create any employee-employer relationship between the parties and Company.



 


		6.3	It
                                            is hereby agreed and stated that in return for the Services provided by Promoters to the
                                            Company Promoters will not receive any payments, benefits and rights, except as expressly
                                            stated in this Agreement.



 


		7.	Confidentiality



 


Promoters
undertakes to sign a commitment to maintaining confidentiality, in the form as it will be conveyed to it by Company.


 


		8.	Term



 


This
Agreement shall enter into force on the date of its execution by the parties.


 


		9.	Miscellaneous



 


		9.1	This
                                            Agreement sets out exclusively all the terms of the agreement between the parties and no
                                            other agreements or arrangements, of any kind, whether written or oral, shall apply to them.



 


		9.2	This
                                            Agreement is personal and is not alienable in any manner.



 


		9.3	Any
                                            amendment in this Agreement shall be in writing and signed by the patties. This Agreement
                                            expresses the full agreement between the parties and any arrangements, representations, letters
                                            or understandings that existed prior to the signing of this Agreement, insofar as they have
                                            not been expressly expressed in this Agreement, shall be void.



 


IN
WITNESS WHEREOF the parties have signed:


 





	/s/
A. Klainer Finances Ltd.
    
	 	/s/
    Alla Felder Ltd.	 	/s/
    Israel Bar
	A.
    Klainer Finances Ltd.	 	Alla
    Felder Ltd.	 	Maris-Tech
    Ltd.