Exhibit
10.6


 


SECURED
NON-NEGOTIABLE PROMISSORY NOTE


 


	Principal
Amount: $106,290.30
	Effective Date:
     February __, 2015



 


FOR
VALUE RECEIVED, Tuvia Barlev (“Debtor”), promises to pay to Actelis Networks, Inc., a Delaware corporation (the “Creditor”),
the principal sum of $106,290.30 (“Principal Amount”), together with interest computed from February __, 2015
at a rate set forth below, payable in lawful money of the United States of America.


 


This
Promissory Note is executed pursuant to the terms of that certain Restricted Stock Repurchase Agreement (“Restricted Stock Agreement”),
each made by and between the Debtor and the Creditor, and each dated as of the Effective Date. All capitalized terms used herein without
definition shall have the meaning respectively assigned to them in Restricted Stock Agreement.


 


The
sole purpose of extending the Principal Amount to Debtor is to pay for the 67,718,081 shares of Common Stock of the Creditor (the “Shares”)
to be issued to Debtor under the Restricted Stock Agreement pursuant to the terms therein. By signing this Promissory Note, Debtor will
be deemed to have paid for the Shares for the purpose of issuance thereof under the terms and conditions of the Restricted Stock Agreement.


 


1. RATE
OF INTEREST. This Promissory Note shall bear interest on the unpaid principal sum at an annual rate of 2.41%, compounded annually.


 


2. PAYMENT
OF INTEREST AND PRINCIPAL. The entire outstanding Principal Amount and accrued interest shall be due and payable on the Due Date,
as hereinafter defined. “Due Date” means the first to occur of the date which is (i) six (6) years after the date
of this Promissory Note, extendable at Debtor’s discretion for additional five (5) years, and thereafter extendable only by a mutual
consent of Debtor and the Creditor; (ii) upon Deemed Liquidation of the Creditor (as defined in the Creditor’s certificate of incorporation,
as amended), or (iii) upon distribution of dividends, in cash or in kind (other than due to a stock split or capital reorganization of
the Creditor) to the holder of the Shares. In both sub-sections (ii) and (iii) above, repayment is required to the extent that funds
distributed to the holder of the Shares exceed the Principal Amount and interest accrued thereon.


 


3. PREPAYMENT.
This Promissory Note may be prepaid only upon and to the extent of the lapse of the Repurchase option on the Unvested Shares. Until such
permitted prepayment, the Shares shall remain subject to the lien of this Promissory Note. Any prepayment shall first be applied to accrued
interest, and then to Principal Amount.


 


4. EVENTS
OF DEFAULT BY THE DEBTOR. If any of the following events (“Events of Default”) shall occur:


 


(i) The
Debtor shall fail to make payment of interest or principal under this Promissory Note on the Due Date, provided such non-payment continues
uncured for a period of thirty (30) days following written notice thereof to Debtor.


 






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(ii) A
petition seeking relief, or the granting of relief, under the Bankruptcy Reform Act of 1982 or similar federal or state statute shall
be filed by or against Debtor and such petition shall not be discharged or dismissed for a period of forty-five (45) days, the making
of a general assignment for the benefit of creditors by Debtor or any action by Debtor for the purpose of effecting the foregoing.


 


(iii) The
appointment of a receiver for Debtor by a court of competent jurisdiction, which appointment shall not have been vacated within a period
of forty-five (45) days after the date of appointment.


 


(iv) The
Debtor is in breach of his undertakings pursuant to the Restricted Stock Agreement, provided such breach continues to be uncured for
a period of thirty (30) days following written notice thereof to Debtor, then, the Creditor may by written notice to the Debtor, declare
the then outstanding Principal Amount together with all accrued interest thereon (the “Remaining Balance”) to be forthwith
due and payable, whereupon such Remaining Balance shall be forthwith due and payable.


 


5. REMEDIES.
Upon an Event of Default, the Debtor shall assign and deliver to the Creditor all right, title and interest in and to: the number of
Shares, free and clear of all liens and security interests, over the amount of Shares which Debtor has made full payment therefor (the
“Unpaid Shares”). Upon such Event of Default, Creditor shall have all rights with respect to the Unpaid Shares. The
Creditor and the Debtor understand and agree that the rights provided in this Paragraph 5 and in Paragraph 6 below are the Creditor’s
sole and exclusive remedy upon an Event of Default.


 


6. SECURITY
INTEREST.


 


(i) In
order to secure payment in full under this Promissory Note, the Debtor agrees to create a first priority UCC secured pledge on the Debtor’s
Shares, presently and issued in the future and rights related thereto (the “Collateral”). The Collateral will rank
senior to any other form of security interest on the Shares. From time to time Creditor may demand, and the Debtor, or any of his successors
shall execute, such additional documents as may be reasonably necessary to maintain the Creditor’s Collateral. The Collateral shall
remain fully effective in favor of the Creditor until the time on which the Principal Amount and all interest accrued thereon have been
fully paid hereunder, at which time the Creditor shall, upon the Debtor’s first request, deliver to the Debtor a statement signed
thereby that the Collateral is null and void.


 


(ii) Creditor
will be allowed to request the perfection of the UCC pledge mentioned in subsection (i) above.


 






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(iii) Notwithstanding
anything to the contrary contained in this Promissory Note the Creditor shall not enforce the liability and obligation of the Debtor
to perform and observe the obligations contained in this Promissory Note by an action or proceeding wherein a money judgment shall be
sought against the Debtor, except that Creditor may be liable to not more than 50.1% of the outstanding Principal Interest and 100% of
the outstanding interest accrued thereon (“Recourse Liability”) and/or transfer the Shares and/or bring a foreclosure
action, an action for specific performance or any other appropriate action or proceeding to enable the Creditor to enforce and realize
upon this Promissory Note and the interests in the Unpaid Shares; provided, however, that, any judgment in any such action or proceeding
shall be enforceable against the Debtor only to the extent of the Debtor’s interest in the Unpaid Shares and/or to the Recourse
Liability. Notwithstanding anything to the contrary herein, transfer to the Creditor (or to its discretionary assigns) or forfeiture
of such number of Unpaid Shares the fair market value of which equal the unpaid Principal Amount and interest accrued thereon, shall
be the first remedy the Creditor may seek hereunder and only thereafter, if any unpaid Principal Amount or interest remains outstanding
following such transfer or forfeiture of Unpaid Shares, Debtor shall have liability to the Creditor in addition to the Unpaid Shares,
but in no event more than the Recourse Liability.


 


7. NOTICES.
All notices or other communications required or permitted hereunder shall be in writing and delivered personally, registered or certified
mail, return receipt requested and postage prepaid or by private courier service with overnight delivery requested. All notices or other
communications shall be deemed given or delivered and received (a) when delivered, if delivered personally, (b) two days after mailing,
if mailed by registered or certified mail, return receipt requested and postage prepaid, or (c) on the next business day after delivery
to a private courier service with overnight delivery requested, if delivered to a private courier service providing documented overnight
service, in each case addressed as follows:


 


If
to the Debtor:


 


Tuvia
Barlev

47800 Westinghouse Drive

Freemont, CA 94539


 


If
to the Creditor:


 


Actelis
Networks, Inc.

47800 Westinghouse Drive

Freemont, CA 94539


 


with
a copy (which shall not constitute notice) to:


 


Pearl
Cohen Zedek Latzer Baratz LLP

50 Congress Street, Suite 1040

Boston, MA 02109

Attn: Oded Kadosh, Esq.


 


or
to such other address as the recipient party has specified by prior written notice to the sending party (which change of address notice
will be deemed to have been given, delivered and received upon actual receipt thereof by the recipient party).


 


8. WAIVER.
Debtor, for himself and his legal representatives, hereby waives presentment for payment, demand, notice of nonpayment, notice of dishonor,
protest of any dishonor, notice of protest and protest of this Promissory Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the obligations under this Promissory Note.


 






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9. GOVERNING
LAW. This Promissory Note is made and delivered in the Commonwealth of Massachusetts and shall be governed by the laws of that State.
The Debtor and the Creditor agree that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of,
related to or from this Promissory Note shall be litigated only in courts having a situs within the Commonwealth of Massachusetts.


 


10. JURY
TRIAL WAIVER. DEBTOR AND CREDITOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
OR RELATED TO, THE SUBJECT MATTER OF THIS PROMISSORY NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY DEBTOR AND CREDITOR, AND DEBTOR ACKNOWLEDGES THAT NEITHER CREDITOR NOR ANY PERSON ACTING ON BEHALF
OF CREDITOR HAS MADE ANY REPRESENTATIONS OF FACT TO INCLUDE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY
OR NULLIFY ITS EFFECT. DEBTOR AND CREDITOR ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT DEBTOR AND CREDITOR HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS PROMISSORY NOTE AND THAT EACH OF THEM WILL CONTINUE
TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. DEBTOR AND CREDITOR FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR
HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS PROMISSORY NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL.


 


11. SEVERABILITY.
Any provision of this Promissory Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


12. NON-NEGOTIABLE.
This Promissory Note is non-negotiable.


 


13. INTEREST.
If a law, which applies to this Promissory Note and which sets maximum interest charges, is finally interpreted so that the interest
collected or to be collected in connection with this Note exceed the permitted limits, then: (i) any such interest charge shall be reduced
by the amount necessary to reduce the charge to the permitted limit; and (ii) any sums already collected from Debtor which exceeded permitted
limits will be refunded to Debtor. The Creditor may choose to make this refund by reducing the principal Debtor owes under the Promissory
Note or by making a direct payment to Debtor. If a refund reduces principal, the reduction will be treated as a permitted partial payment.


 


14. HEADINGS.
The headings of the Sections of this Promissory Note are for convenience of reference only and shall not be deemed to modify, explain,
enlarge or restrict any of the provisions hereof.


 




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IN
WITNESS WHEREOF, Debtor has executed this Promissory Note as of the date first set forth above.


 


MAKER:


 


	 	 /s/
    TUVIA BARLEV
	 	TUVIA BARLEV


 



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