Exhibit 10.6

AMENDMENT No. 1

TO THE EMPLOYMENT AGREEMENT

This Amendment No. 1 (the “Amendment”) to the Employment Agreement, dated November 30, 2017 (the “Agreement”) is made and entered into by and between Actelis Networks, Inc., a Delaware corporation (the “Company”), and Yoav Efron, an individual (“CFO” or “you”), and is effective as of April 1, 2023. Each of the Company and CFO is a “Party” to this Amendment and the Company and CFO, collectively, the “Parties” hereto.

RECITALS

WHEREAS, the Company and the CFO desire to amend the Agreement to set forth additional terms, conditions and obligations of the Parties with respect to the CFO’s employment in the Company, as set forth hereunder;

WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved the amendments hereunder, on March 22, 2023.

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:

“1.1 Base Salary: base salary at the annual rate of $102,850, payable in accordance with the Company's standard payroll policies.”

“5. Severance. If the Company terminates your employment other than for “Cause” (as defined herein), death or disability (as defined in Section 22€(3) of the Internal Revenue Code (“Disability”), then, subject to your execution, delivery and non-revocation of a separation agreement and general release in a form acceptable to the Company (the “Release”), then:

For purposes of this agreement, “Cause” shall mean (i) an act of personal dishonesty taken by you in connection with your responsibilities as an employee and intended to result in your personal enrichment, (ii) your gross negligence or willful misconduct and which results or, in the Board’s determination, is likely to result in material injury to the Company, (iii) your act of theft, embezzlement, fraud or malfeasance in connection with the performance of your duties to the Company; (iv) willful failure to perform your duties or repeated failure to follow the lawful directives of the Board (other than as a result of death or Disability); (v) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude, or (vi) your material breach of any of the provisions or covenants of this Agreement or a material policy of the Company, including the Company’s policies against employment discrimination or harassment, which remain uncured (if curable) after thirty (30) days’ notice.

In the event that you are involuntarily terminated by the Company for Cause, whether or not such termination is before, on, or following a Change in Control, then all payments of compensation by the Company to you hereunder shall immediately terminate (except as to amounts already earned). Upon your death or Disability during your employment with the Company, then your employment hereunder shall automatically terminate and all payments of compensation by the Company to you hereunder shall immediately terminate (except as to amounts already earned). In the event of your death or Disability, you or your estate will be eligible to receive any earned, pro-rated bonus which are calculated and paid at year-end. .

[SIGNATURE PAGE TO THE AMENDMENT FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.

CFO