Exhibit
10.7


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption Agreement") is made and effective as of this 17th
day of July 2016, by each of Aviv Tzidon of Slozisty 50 street Tel-Aviv, Israel, and by Magic Stone - Gemstone Import and Marketing
Ltd., a company organized under the laws of the State of Israel (each a “Assignor”, and collectively, the “Assignors”)
and Eviation Tech Ltd., a company under the law of Israel having ID # 515443182 (the “Assignee”)


 


W
I T N E S S E T H


 


WHEREAS


Assignors
have individually or together entered into those certain agreements, undertakings, licenses or other obligations (“Assigned
Agreements”)as are listed on Exhibit A hereto, granting to the Assignors certain rights and obligations thereunder;


 


Assignors
wish to assign, sell, grant and transfer to Assignee all of the rights and obligations under the Assigned Agreements, and Assignee
wishes to assume from the Assignors all of the rights and obligations of the Assignors under the Assigned Agreements.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, hereby
agree, subject to the terms and conditions set forth herein, as follows:


 


1.       Each
of the Assignors, Individually and collectively, hereby assigns, conveys and delivers to Assignee, effective as of the date hereof,
all of the Assignor’s rights, title and interest in, to and under the Assigned Agreements, to have and to hold the same
unto Assignee and its successors, and Assignee hereby assumes all of Assignor’s rights, title, interest in, to and under,
and all liabilities and obligations under the Assigned Agreements set forth on Exhibit A.


 


2.       Assignee,
effective as of the date hereof, hereby absolutely and irrevocably assumes, and undertakes to be liable and responsible for, and
agrees to perform, pay and discharge when due, and hold Assignor’s harmless from and indemnify Assignors against the obligations
and liabilities under the Assigned Agreements.


 


3.       This
Assignment and Assumption Agreement shall be binding upon and inure solely to the benefit of Assignors and Assignee and their
respective permitted successors and assigns. Anything herein to the contrary notwithstanding, this Assignment and Assumption Agreement
shall not constitute an assignment if any attempted assignment, without the consent or approval of a third party, would constitute
a breach of any agreement relating to the same, provided that the rights in any such agreement shall be deemed held in trust by
the Assignors on behalf of the Assignee until such consent is procured.


 


4.       None
of the rights or remedies or disclosures and disclaimers of any party under the Assigned Agreements (or any schedule or exhibit
attached thereto) shall be deemed to be enlarged, modified or altered in any way by this Assignment and Assumption Agreement.


 


5.       This
Assignment and Assumption Agreement may be executed in two or more counterparts, all of which shall be considered one and the
same Assignment and Assumption Agreement.


 


6.       This
Assignment and Assumption Agreement shall be governed and construed in accordance with the laws of the State of Israel without
regard to any applicable principles of conflicts of laws.


 


Assignors


 





	/s/ Aviv Tzidon




	 



Mr.
Aviv Tzidon


 


MAGIC
STONE GEMSTONE IMPORT AND MARKETING LTD.


 





	By:	 /s/ Michael Ilan	 
	Title:	 Director	 
	 	 	 
	Assignee	 
	 	 	 
	EVIATION TECH LTD.	 
	 	 	 
	/s/ Omer Bar-Yohai	 
	Address: 1 Haofeh St., Kadima-Tzoran, Israel	 
	By:	 Omer Bar-Yohai	 
	Title: 	CEO