Exhibit
10.9



Personal
Employment Agreement



This
personal Employment Agreement (the “Agreement”)is made and entered into as of July the 1st 2016
by and between Eviation Tech Ltd. registration number 515443182 a company incorporated in the State of Israel, having its offices
at 1 Ha’Ofe Street, Kadima, Israel, 6092000 (the “Company”),and Omer Bar-Yohay 1.D. number 031549330
residing at 25 Ha’Arava street, Sde-Yitzhaq, Israel, 3884000 (the “Employee”).



|Whereas | the
    Company wishes to employ the Employee, and the Employee wishes to be employed by the Company; and                                                  
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                            
|Whereas | the
    Employee represents that he has the required skills, qualifications and knowledge to serve in the position determined under
    this Agreement; and
|        |                                                                                                                                                            
|Whereas | the
    parties desire to state the terms and conditions of the Employee’s engagement by the Company, effective as of the Commencement
    Date.           



NOW,
THEREFORE,in consideration of the agreements and covenants contained herein, the Company and the Employee hereby agree as
follows:



|1. | Preamble                                              
|-- | ------------------------------------------------------
|   |                                                       
|   | 1.1.                                                  
|   |                                                       
|   | 1.2.                                                  
|   |                                                       
|   | 1.3.                                                  
|   |                                                       
|2. | Exclusivity
    of the Agreement                      
|   |                                                       
|   | 2.1.                                                  
|   |                                                       
|   | 2.2.                                                  
|   |                                                       
|   | 2.3.                                                  
|   |                                                       
|3. | Absence
    of Impediment to the Employee’s Employment
|   |                                                       
|   | 3.1.                                                  












|4. | Position and Duties
|-- | -------------------
|   |                    
|   | 4.1.               
|   |                    
|   | 4.2.               
|   |                    
|   | 4.3.               
|   |                    
|   | 4.4.               
|   |                    
|   | 4.5.               
|   |                    
|   | 4.6.               
|   |                    
|   | 4.7.               
|   |                    
|   | 4.8.               
|   |                    
|   | 4.9.               
|   |                    
|   | 4.10.              





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|5. | Salary           
|-- | -----------------
|   |                  
|   | 5.1.             
|   |                  
|   | 5.2.             
|   |                  
|   | 5.3.             
|   |                  
|   | 5.4.             
|   |                  
|   | 5.5.             
|   |                  
|6. | Pension Insurance
|   |                  
|   | 6.1.             
|   |                  
|   | 6.2.             



| | (a) | The
    Company shall pay a sum equal to 8.33% of the Employee’s Salary on account of severance pay.                                                                                                                                                                                                                                                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | The
    Company shall pay a sum equal to 6.25% of the Employee’s Salary on account of pension fund payment. In case the Pension
    Plan is Managers Insurance, the Company’s above contribution shall include Company’s payment for the Employee’s
    disability insurance in the amount required to insure 75% of Employee’s Salary, provided that Company’s payment
    to pension shall not be less than 5% of the Salary.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | The
    Company shall deduct 5.75% from the Employee’s Salary to be paid on behalf of the Employee towards such Pension Plan.                                                                                                                                                                                                                                                                                                  





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| | 6.3. | In
    accordance with Section 9 of the Order, Company’s contributions to severance pay as aforementioned shall be in lieu
    of payment of severance pay, pursuant to section 14 of the Severance Pay Law, and shall be non-refundable.                                               
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                         
| | 6.4. | Other
    than in events in which the Company is entitled to withhold the Pension Plan under the Order, the Company shall automatically
    transfer the Pension Plan to the Employee, subject to any applicable law, upon the termination of Employee’s employment
    by either party.
| |      |                                                                                                                                                                                                                                                                                         
| | 6.5. | The
    Company and the Employee pension contributions indicated in this paragraph 6 shall be updated and amended according to the
    applicable law and extension orders.                                                                                                             



|7. | Advanced Study
    Fund
|-- | -----------------------



|   | 7.1.                | The
    Company shall make monthly contributions on the Employee’s behalf to a recognized advanced study fund (“Keren
    Hishtalmut”) (hereinafter the “Study Fund”), in an amount equal to 7.5% of the Salary (but in any
    event, not more than the maximum amount allowable under the tax regulations without causing any tax liability). In addition,
    the Company shall deduct 2.5% from the Salary (but in any event, not more than the maximum amount allowable under the tax
    regulations without causing any tax liability) also to be paid to the Study Fund as recognized by the Income Tax Authorities.
|-- | ------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 7.2.                | The
    sums contributed by the Employee shall be deducted by the Company directly from the Salary. The Employee hereby instructs
    the Company to transfer to the Study Fund from each monthly Salary due to him the amount of the Employee’s and the Company’s
    contribution, as set forth above.                                                                                                                                                                                                                                                                                                                    
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 7.3.                | Should
    any tax or other compulsory payment be imposed and payable in respect of the Company’s contributions to the Study Fund,
    such tax shall be paid by the Employee and deductible according to law.                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8. | Additional Benefits



| | 8.1. | Vacation.
    The Employee shall be entitled to annual vacation of 16 working days. The Employee is required to make every reasonable effort
    to exercise his annual vacation during the year it is accrued and shall be obliged to take at least five (5) paid vacation
    days during each year of the Employee’s employment; provided however, that if the Employee is unable to utilize all
    the vacation days, he will be entitled to accumulate the unused balance of the vacation days standing to his credit up to
    twice the total amount of vacation days to which the Employee is entitled per calendar year. Any unused vacation which has
    not accrued in accordance with this Section 8.1 will be forfeited. Vacation shall be taken in accordance with the Company
    policy and prior approval. For avoidance of any doubt, it is hereby agreed that the Company shall be entitled to set uniform
    dates for vacation to all or part of its employees, as it shall deem fit.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 8.2. | Recreation
    Pay. The Employee shall be entitled to annual recreation pay (“Dmev Havra-ah”) in an amount determined
    in accordance with the applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 8.3. | Sick
    Leave. The Employee shall be entitled to sick leave (“Yetnei Mahala”)as provided by the Sickness Pay
    Law, 5736-1976. The Employee shall notify the Company, immediately, of any absence due to sickness and furnish the Company
    with an applicable medical certificate to approve it. Absence without an applicable medical certificate shall be considered
    as absence due to vacation. Sick days are not redeemable and may not be converted into cash.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





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|  | 8.4.                            | Travel
    Expenses.The Company shall reimburse the Employee for travel expenses in accordance with the law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  | 8.5.                            | Options.Subject to the approval of the Board of the Company, the Employee will be granted options to purchase such number of Ordinary
    Shares of the Company, as shall be agreed upon by the Board of the Company subject to the following pre-conditions: (i) the
    adoption of a share option plan by the Company, and (ii) the execution of a share option agreement and the approval of the
    Board of the Company of such grant of options to Employee. The terms of such options (including the vesting schedule and the
    exercise price) shall be determined by the Company’s Board and be subject to the Company’s share option plan,
    as shall be adopted by the Company.
|  |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9 | Employment Term and Termination



| | 9.1. | This
    Agreement shall be in effect commencing as of the Commencement Date and shall continue in full force and effect until terminated
    pursuant to the terms hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.2. | The
    Employee’s employment may be terminated by either party, at any time, pursuant to the delivery of a prior notice of
    90 days (the “Notice Period”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.3. | During
    the Notice Period and unless otherwise determined by the Company the Employee shall continue to perform his duties until the
    conclusion of the Notice Period, and cooperate with the Company in assisting the integration of the person who will assume
    the Employee’s responsibilities. Notwithstanding the aforementioned, the Company shall have the right not to take advantage
    of the full Notice Period and may terminate the Employee’s employment at any time during the Notice Period. In the event
    of such termination, the Company shall pay the Employee his salary for the remainder of the Notice Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.4. | It
    is hereby expressly stated that the Company reserves the right to terminate the Employee’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 Employee. In the latter case such termination shall not constitute a dismissal of the Employee
    by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.5. | Without derogating from the Company’s rights under this Agreement and according to law, and notwithstanding the foregoing, the Company may terminate the Employee’s employment immediately without the delivery of a prior written notice and/or payment for Notice Period, in the event of a Cause (as defined below and subject to any applicable law) and the employment relationship shall be deemed effectively terminated as of the time of delivery of such notice.
                                                                                
                                                                                The
                                         term “Cause”shall mean (a) a breach of trust, fiduciary obligations
                                         or duties of care, including but not limited to, theft, embezzlement, self-dealing, prohibited
                                         disclosure to unauthorized persons or entities of confidential or proprietary information
                                         of or relating to the Company, its business, and its subsidiaries, affiliates or associated
                                         entities; (b) conviction of the Employee in a crime or felony involving moral turpitude
                                         or any crime involving fraud; (c) the Employee’s serious intentional misconduct
                                         which adversely affects the Company; (d) an intentional and willful action taken by the
                                         Employee harming the Company or any of its subsidiaries, affiliates or associated entities;
                                         (e) any material breach of the Statement of Undertaking - Confidentiality, Non- Compete
                                         and Intellectual Property attached hereto as Appendix Aby the Employee;
                                         and (f) any other act or omission that constitutes “cause” under the laws
                                         of the State of Israel or that do not entitle the Employee to severance payments under
                                         the applicable law.





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| | 9.6. | In
    the event that the Employee terminates his employment with the Company, for any reason, without the delivery of a written
    notice in accordance with Section 9.2 above, or completion of the Notice Period, the Company shall be entitled to deduct from
    any debt which it may owe the Employee an amount equal to the salary that would have been paid to the Employee during the
    Notice Period, had he worked.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 9.7. | The
Employee undertakes that immediately upon the termination of his employment with the Company, for any reason, he shall act as
follows:                                                                                                                                                                                                                                                                                        



| | (a) | He
    shall deliver and/or return to the Company all the documents, CD’s or other magnetic media, letters, notes, reports
    and other papers in his possession and relating to his employment with the Company and the fulfillment of his duties, as well
    as any equipment and/or other property belonging to the Company which was placed at his disposal, including any computer equipment,
    telephone equipment, the Employee ID badge or other equipment. The Employee shall not have any lien or other similar right
    over any equipment and/or other property belonging to the Company as aforesaid.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | He
    shall delete any information relating to the Company or its business from his personal computer, if any;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | He
    shall coordinate the termination of his employment with his supervisors, and he shall transfer in an orderly fashion and in
    accordance with Company procedures and in accordance with the timetable determined by his supervisors, all documents and information
    and all matters which with he dealt, to whomever the Company instructs, all in a manner satisfactory to the Company.                                                                                                                                                                                                                   



|10. | Company’s Computers
|--- | -------------------
|    |                    
|    | 10.1.              
|    |                    
|    | 10.2.              





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|    | 10.3.                                                                 | Monitoring
    shall be performed at all times without prior notice and by various means. Monitoring can be done either by technological
    means, with regard to traffic volume and content traffic or by human resources, to the extent necessary where it is being
    suspected that the Company’s policies were breached and/or where there is a need to locate information for ongoing work
    purposes, need to attend technical malfunctions and/or any other need required for professional and business needs.                            
|--- | --------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.4.                                                                 | The
    Company reserves the right to take control of the computer means provided to the Employee in order to perform his work at
    all times and without prior notice, and to block any access to it, in order to protect the Company’s rights, attending
    technical malfunctions and for any other professional and/or business purposes.                                                                                                                                                                                                      
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.5.                                                                 | For
    avoidance of any inconvenience and to assure professional usage of the Company’s computers, including the electronic
    e-mail systems, the web, the Company’s communication means and the professional e-mail provided to the Employee in order
    to perform his work; the Employee shall refrain from transferring and/or saving any personal information which the Employee
    does not wish exposed in his professional e-mail and/or in any other computerized means provided to him by the Company in
    order to perform his work.
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.6.                                                                 | The
    Employee understands and free willingly acknowledges that the Company, as an organization which its work is conducted via
    computer means, is thus obligated, in order to guard proper management of its business, to execute all the means outlined
    in this Agreement. The Employee undertakes the restrictions derived from the means outlined in this Agreement and in Company’s
    policies.                                                                                                                                      
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.7.                                                                 | Nothing
    herein, diminishes from the Employee’s right to open personal e-mail for himself without using Company’s computer
    means. Such personal e-mail shall not be subject to the Company’s monitoring and controlling means compelling all traffic
    that passes through the Company’s computers                                                                                                                                                                                                                                           
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.8.                                                                 | The
    Employee is aware of and agrees that the Company is entitled to put the information transferred in its computers and communication
    networks to any use, for the purpose of protecting its rights, at any and all time, without prior notice.                                                                                                                                                                                                                                                                                              
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | Confidentiality, Non-Competition
and Intellectual Property Assignment
|    |                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                       | As a pre-condition to the entering into force of this Agreement,
the Employee shall execute the Statement of Undertaking —Confidentiality, Non -Compete and Intellectual Property attached
hereto as Appendix A and constituting an integral part of this Agreement.                                                                                                                                                                                                                                                                                  



|12. | Miscellaneous
|--- | -------------



| | 12.1. | This
    Agreement constitutes a “Notice” as defined in the Notice to Employee (Terms of Employment) Law 5762-2002.                                                                                                                                                                         
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                             
| | 12.2. | This
    Agreement is personal and shall not invoke the provisions of any collective bargaining agreement (“Heskem Kibutsi”),
    collective arrangement (“Hesder Kibutsi”), expansion orders (“Tzavei Har’hava”) or any other
    custom, except and only to the extent so mandated by law.





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| | 12.3.  | All
    payments, benefits (including any benefits in kind) and participation in expenses payable under this Agreement or deriving
    therefrom, or from the Employee’s employment, are subject to deduction of income tax and other compulsory deductions
    under law as prevailing from time to time, and nothing in this Agreement shall be interpreted as imposing upon the Company
    any liability whatsoever for tax or other compulsory payment due by the Employee for payments or benefits or reimbursements
    for expenses as aforesaid, or as an undertaking on the part of the Company to gross-up any tax or compulsory payment due by
    the Employee. The Company shall withhold taxes according to the requirements under the applicable laws, rules and regulations,
    including the withholding of taxes at source.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.4.  | The
    Company shall be entitled to set off and deduct from the payments due to the Employee, proven debts which the Employee owes
    to the Company, all according and subject to the provisions of the applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.5.  | Without
    derogating from the generality of any other provision of this Agreement, it is hereby declared and agreed that the remuneration
    and benefits to be given to the Employee by the Company under this Agreement or deriving therefrom, are given by the Company
    in reliance upon the undertakings given by the Employee pursuant to this Agreement and the compliance by the Employee of his
    aforesaid undertakings.                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.6.  | No
    failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish
    such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either
    party of any terms of conditions hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.7.  | In
    the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid
    or unenforceable, such determination shall not affect the remaining provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.8.  | This
    Agreement, including its Appendixes, is the entire agreement between the parties with respect to the subject matter hereof,
    and supersedes any and all prior understandings, agreements and discussions between the parties, oral or written.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.9.  | Any
    modification or amendment to the provisions of this Agreement and the appendixes hereto shall be valid only if effected in
    writing and signed by both parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.10. | The
    Employee acknowledges and confirms that all terms of his employment are personal and confidential, and undertakes to keep
    such term in confidence and refrain from disclosing such terms to any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.11. | Any
    notice sent by prepaid registered mail by one party to the other shall be deemed to have been received by the addressee within
    three business days of its dispatch, and if delivered by hand - at the time of its delivery. The addresses of the parties
    hereto are as specified in the heading to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.12. | This
    Agreement shall be governed by the laws of the State of Israel and the competent courts in the district of Tel-Aviv shall
    have exclusive jurisdiction over any dispute arising between the parties with respect of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 12.13. | This
    Agreement may be assigned by the Company to any third party, at its sole discretion. The Employee may not assign or delegate
    his rights and obligations under this Agreement to any other party without the Company’s prior written approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





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IN
WITNESS WHEREOF,each of the parties hereto has executed this Agreement as of the day and year first above written.



|Eviation Tech Ltd.          |  | Omer Bar-Yohay
|--------------------------- |  | --------------
|                            |  |               
|                            |  |               
|Signature by:  DEKEL TZIDON |  | Signature     
|                            |  |               
|Director                    |  |               
|Title                       |  | 06.07.2016    
|                            |  | Date          
|Date                        |  |               







-9-









Appendix
A



Statement
of Undertaking — Confidentiality, Non-Compete and Intellectual Property



Omer
Bar-Yohay (the “Employee”)warrants and undertakes that for as long as he is employed by Eviation Tech Ltd.
(the: “Company”),and upon termination of employment thereafter, for any reason, he shall maintain in complete
confidence any matters that relate to the Company and its present and future parent companies, subsidiaries and affiliates and
successors, (all of the aforementioned entities shall be referred to collectively as the “Company Group”),their
affairs and/or business, pursuant to this Agreement, and since the Employee has and will have access to the Company Group’s
intellectual property he hereby declares and undertakes as follows:





|1. | Confidentiality
|-- | ---------------
|   |                
|   | 1.1.           
|   |                
|   |                
|   |                
|   |                





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|   | 1.2.                              | The
    Employee undertakes not to use the Confidential Information for any purpose whatsoever other than the performance of his services
    on behalf of the Company. Without limiting the scope of this duty, lie shall only use the Confidential Information for the
    benefit of the Company Group, and only to the extent required for the performance of the services and may not disclose the
    Confidential Information to any other third party who is not performing the service.                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 1.3.                              | The
    Employee undertakes not to directly or indirectly give and/or transfer, sale, publish, distribution, for any purposes, to
    any third party, any information in any media, and not to photocopy and/or print and/or duplicate object containing any or
    all of the Confidential Information without the Company’s Group expressed prior written authorization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 1.4.                              | In
    the event the Employee is in breach of any of his above obligations, he shall be liable to compensate the Company in respect
    of all damages and/or expenses incurred by the Company as a result of such a breach, including trial costs and legal fees
    and statutory VAT, and such being without derogating from any other relief and/or remedy available to the Company by virtue
    of any law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 1.5.                              | Third
    Party Information. The Employee understands that the Company Group has received and in the future will receive from third
    parties confidential or proprietary information (“Third Party Information”)subject to a duty on the Company
    Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During
    the term of the Employee’s employment and thereafter, the Employee will hold Third Party Information in the strictest
    confidence and will not disclose Third Party Information to anyone (other than Company personnel who need to have such information
    in connection with their work for the Company) and will not use Third Party Information, except in connection with the Employee’s
    work for the Company, unless expressly authorized by an officer of the Company in writing,
|   |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 1.6.                              | No
    Improper Use of information of Prior employers and Others- the Employee undertakes that during his employment with the
    Company he will not improperly use or disclose any confidential information or trade secrets of any former employer or any
    other person to whom the Employee has an obligation of confidentiality, and he will not bring onto the premises of the Company
    any unpublished documents or any property belonging to any former employer or any other person to whom the Employee has an
    obligation of confidentiality unless consented to in writing by that former employer or person.                                                                                                                                                                                                                                                    
|   |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Non-Competition/
Non-Solicitation
|   |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 2.1.                              | The
    Employee undertakes that during the period of his employment with the Company and for a period of twelve (12) months following
    the termination of his employment therewith, for any reason, he shall not, anywhere in the world,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (a) | Directly
    or indirectly carry on or hold an interest in any company, venture, entity or other business (other than a minority interest
    in a publicly traded company) which directly harms or competes with the products or services of the Company Group (“Competing
    Business”),including, without limitation, as a shareholder.                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Act
    as a consultant or employee or officer or in any managerial capacity in a Competing Business or supply in direct competition
    with the Company restricted services to any person who was provided with services by the Company Group during the period of
    twelve (12) months immediately prior to the termination date of the Employee’s employment with the Company;





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| | (c) | Solicit,
    canvass or approach or endeavor to solicit, canvass or approach any person who was provided with services by the Company at
    any time during the period of twelve (12) months immediately prior to the termination date of the Employee’s employment
    with the Company, for the purpose of offering services or products which directly compete with the services or products supplied
    by the Company Group.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | Employ,
    solicit or entice away or endeavor to solicit or entice away from the Company Group any person employed by the Company Group
    at any time during the period of twelve (12) months immediately prior to the termination date of the Employee’s employment
    with the Company.                                                                                                                                      



|3. | Intellectual
    Property, Copyright and Patents
|-- | ------------------------------------------------
|   |                                                 
|   | 3.1.                                            
|   |                                                 
|   | 3.2.                                            
|   |                                                 
|   | 3.3.                                            
|   |                                                 
|   | 3.4.                                            





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|   | 3.5.    | The
    Employee undertakes to deliver to the Company, written notice of any invention and/or patent and/or commercial secret and/or
    innovation invented by him and/or Employees of the Company and/or its successors who are subordinate to him, immediately upon
    the discovery thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 3.6.    | The
    Employee’s obligations pursuant to this Section 3 shall survive the termination of his employment with the Company and/or
    its successors and assigns with respect to inventions conceived by him during the term of his employment or as a result of
    his employment with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 3.7.    | The
    Employee acknowledges that the restricted period of time and geographical area specified hereunder are reasonable, in view
    of the nature of the business in which the Company is engaged, the Employee’s knowledge of the Company’s business
    and the compensation he receives. Notwithstanding anything contained herein to the contrary, if the period of time or the
    geographical area specified herein should be determined to be unreasonable in any judicial proceeding, then the period of
    time and area of the restriction shall be reduced so that this Agreement may be enforced in such area and during such period
    of time as shall be determined to be reasonable by such judicial proceeding. The Employee acknowledges that the compensation
    and benefits granted to him by the Company under this Agreement were determined, inter alia, in consideration for his obligations
    under this Appendix.
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | General
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.1.    | Successors
    and Assigns. This Agreement will be binding upon the Employee’s heirs, executors, administrators and other legal
    representatives and will be for the benefit of the Company Group, its successors, and its assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.2.    | Waiver.
    No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
    by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not
    be required to give notice to enforce strict adherence to all terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.3.    | Assignment.
    This     Agreement may be assigned by the Company. The Employee may not assign or delegate his duties under this Agreement
    without     the Company’s prior written approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 4.4.    | Injunction.
    The Employee agrees that it would be difficult to measure damage to the Company Group from any breach of his undertakings
    set forth in Sections 4.1-4.3 above, and that injury to the Company from any such breach would be impossible to calculate,
    and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the Employee agrees that
    if he breaches any provision of Sections 4.1-4.3 hereof, the Company Group will be entitled, in addition to all other remedies
    it may have, to an injunction or other appropriate orders to restrain any such breach by the Employee without showing or proving
    any actual damage sustained by the Company Group.                                                                                                                                                                                                                 





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| | 4.5. | Governing
    Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Israel, without giving
    effect to the rules respecting conflict-of-law.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Omer Bar-Yohay |  | 
|-------------- |  | 
|Name           |  | 
|               |  | 
|               |  | 
|Signature      |  | 
|               |  | 
|06.07.2016     |  | 
|Date           |  | 







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