Exhibit 10.6


 


Loan
Facility Agreement 


 


This
Loan Facility Agreement ("Loan Facility Agreement") is entered into as of 20.04.2021, by and between Israel Bar, Israeli
ID number 52102084 and Yossef Gotlieb, Israeli ID number 51934487, (“Lenders”) and (B) Maris Tech Ltd., a company
incorporated under the laws of the State of Israel, registration number 514135730, having its principal place of business at 3 Golda
Meir St., Ness Ziona, Israel (“Company”), each "Party" and together “Parties”.


 


		WHEREAS,	Lenders
                                            are shareholders in the Company which required funds for its activities;



 


		WHEREAS,	The
                                            Lenders have, over time, transferred funds to Company which were recorded in Company’s
                                            books as owner’s debit/credit in the amounts set herein:



 


THEREFORE,
the Parties agreed as follows:


 


		1.	Facilities,
                                            Purpose



 


At
the date of the execution of this Agreement, all outstanding owner’s debit/credit in the aggregate total amount of ILS 3,756,944.43
shall be converted to shareholders loans ("Loan") as follows:


 


		1.1.1	Israel
                                            Bar’s owner debit/credit balance shall be converted to a shareholder loan in the amount
                                            of 2,486,869.46;
	 	 	 



		1.1.2	Yossef
                                            Gotlieb’s owner debit/credit balance shall be converted to a shareholder loan in the
                                            amount of 1,296,985.55;
	 	 	 



		2.	Repayment
                                            of Principal and Payment of Interest



 


The
Loan shall not bear interest and shall be due and payable by 24 equal monthly payments, commencing on the second anniversary of the Company
IPO.


 


		3.	Taxes
                                            and Expenses



 


Each
Party shall bear its own taxes and any Party may deduct any amount at source, if required to do so under law.


 


Company
shall reimburse Lender for any costs and expenses, incurred in connection with the enforcement of this Agreement, if required.


 


		4.	Assignment
                                            and Transfer by Lender



 


		4.1	Lender
                                            may assign its claims and assign and transfer by assumption of debt any of its present and
                                            future rights and obligations under this Agreement to any other person or corporation. For
                                            this purpose, Lender may disclose to the new Lender, as well as to such persons which need
                                            to be involved in the transfer because of technical or legal reasons, all necessary information.



 


		4.2	Company
                                            may not assign its rights and obligations herein. Any attempted assignment by Company shall
                                            be null and void.



 


		5.	Miscellaneous



 


		5.1	Company
                                            may not set-off any obligations due by Lender against any obligations due by Company to Lender
                                            under this agreement unless the claim by Company is undisputed or has been confirmed in a
                                            final non-appealable judgment. Lender may set off any matured obligation due from Company
                                            under this agreement against any satisfiable obligation owed by the Lender to the Company,
                                            regardless of the place of payment, the booking branch or currency of either obligation.



 


		5.2	Any
                                            changes to this agreement shall be made in a writing specifically referring to this Agreement.



 






     




     


    

 


		5.3	Should
                                            at any time, any provisions of this agreement be or become void in whole or in part, invalid
                                            or due to any reason ineffective, this will indisputably not affect the validity or effectiveness
                                            of the remaining provisions of this agreement. This agreement will remain valid and effective,
                                            safe for the void provisions, without need to argue and prove the Parties' intent to uphold
                                            this agreement even without the void provisions.



 


		6.	Dispute
                                            Resolution



 


		6.1	Governing
                                            Law, Jurisdiction



 


This
Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the conflict of law
provisions thereof. Subject to §‎6.2 below, any dispute arising under or in relation to this Agreement shall be resolved exclusively
in the competent Courts in Tel Aviv, Israel, and each of the parties hereby irrevocably submits such dispute to the exclusive jurisdiction
of such Courts.


 


Each
of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond,
surety, or other security that might be required of any other Party with respect thereto.


 


		6.2	Arbitration



 


Notwithstanding
§‎6.1 above, other than enforcement of awards or orders prior to appointment of an arbitrator (which shall be valid until an
arbitrator is appointed and decides on such issue), All disputes arising out of or in connection with the present contract shall be finally
settled under arbitration before a single arbitrator appoint by the Court. The arbitrator shall be an attorney with experience in international
mergers and acquisitions or international investments agreements and masters the English language. The arbitration shall be in English
and shall be in Tel Aviv, Israel.


 


		6.3	This
                                            Agreement may be executed in any number of counterparts, each of whom shall be deemed an
                                            original but all of which together shall constitute one and the same instrument.



 


IN
WITNESS WHEREOF the Parties have signed this Agreement as of the date set below


 


	 
	Date	Signature
	 	 	 
	Israel
    Bar	May
    9, 2021	/s/
    Israel Bar
	 	 	 
	Yossef Gotlieb  	May
    9, 2021	/s/
    Yossef Gotlieb