Exhibit
10.6


 





THIS
PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION
D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE NOTE IS “RESTRICTED”
AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.


 


PROMISSORY
NOTE


 


		$5,250.00	January
22, 2018



 


THIS
PROMISSORY NOTE (this “Note”) is issued by HOMETOWN INTERNATIONAL, INC., a Nevada corporation, with
an address at 25 E. Grant Street, Woodstown, New Jersey 08098 (the “Company”), to BENCHMARK CAPITAL LLC,
a NJ limited liability company with an address at P.O. Box 25064, Winston Salem, NC 27114 (the “Holder”).


 


ARTICLE
I


 


Section
1.01     Principal. For value received, the Company hereby promises to pay on or before July 31, 2018 (the
“Maturity Date”) to the order of the Holder, in lawful money of the United States of America and in immediately
available funds, the principal sum of Five Thousand, Two Hundred Fifty Dollars ($5,250.00) (the “Principal Amount”).


 


Section
1.02     Interest. Interest shall accrue on the Principal Amount at the rate of six percent (6 %) per annum
(computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until the Principal Amount is
repaid in full.


 


Section
1.03     Payment of Interest. Interest on the Principal Amount shall be due and payable on the Maturity Date.


 


Notwithstanding
any provision contained herein to the contrary, the total liability of the Company for payment of interest pursuant hereto, including
late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from
the Company, and if any payments by the Company include interest in excess of such a maximum amount, the Holder shall apply such
excess to the reduction of the unpaid Principal Amount, or if none is due, such excess shall be refunded.


 



    


     


    

 


Section
1.04     Right to Prepay.     The Company shall have the right to prepay all or any portion of the Principal Amount
and all accrued interest thereon (the “Prepaid Amount”) at any time, on or before the Maturity Date, without
penalty or premium.


 


ARTICLE
II


 


Section
2.01     Representations and Warranties of the Holder. The Holder hereby acknowledges, represents and warrants
to, and agrees with, the Company and its affiliates as follows:


 


(a)       The
Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or registered or qualified under any the securities laws of any state or other jurisdiction, and is a “restricted
security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered
or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.


 


(b)       The
Holder is acquiring this Note for its own account as principal, not as a nominee or agent, for investment purposes only, and not
with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct
or indirect beneficial interest in this Note or any portion thereof. Further, the Holder does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to this Note for which the Holder is subscribing or any part of thereof.


 


(c)       The
Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized,
and this Note constitutes a valid and legally binding obligation of the Holder.


 


(d)       The
Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting,
or any solicitation of a subscription by person previously not known to the Holder in connection with investment.


 


(e)       The
Holder understands that the Company is under no obligation to register this Note under the Securities Act, or to assist the Holder
in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.


 


(f)       The
Holder is (i) experienced in making investments of the kind, (ii) able, by reason of the business and financial experience of
its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or
any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note,
and the related documents, and (iii) able to afford the entire loss of its investment in this Note.


 



    2


     


    

 


(g)       The Holder has the financial ability to bear the economic risk of its investment, has adequate means for providing for his current
needs and personal contingencies and has no need for liquidity with respect to its investment in this Note.


 


(h)       The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of the prospective investment in this Note. The Holder is not relying on the Company, or its affiliates or agents, with respect
to economic considerations involved in this investment. The Holder has relied solely on its own advisors.


 


(i)       
The Holder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional
information concerning this Note and the Company and all other information, to the extent the Company possesses such
information or can acquire it without unreasonable effort or expense, and agrees and acknowledges that it has carefully
reviewed all of the filings made by the Company.


 


(j)        No
representations or warranties have been made to the Holder by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company, other than the representations of the Company contained herein, and in subscribing for this Note, the Holder is
not relying upon any representations other than those contained herein. The Holder has consulted, to the extent it has deemed
appropriate, with its own advisers as to the financial, tax, legal and related matters concerning an investment in this Note and
on that basis believes that its investment in this Note is suitable and appropriate for the Holder.


 


(k)       The Holder is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under
the Securities Act.


 


ARTICLE
III


 


Section
3.01     Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants
to, and agrees with, the Holder as follows:


 


(a)       Organization.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The
Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now
being conducted.


 


(b)       Corporate
Power and Authority. The Company has all requisite power and authority to enter into and deliver this Note and to consummate
the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation
of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on
the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the
consummation by the Company of the transactions contemplated hereby.


 



    3


     


    

 


ARTICLE
IV


 


Section
4.01     Events of Default.  Upon the occurrence of any of the following events (each, an “Event of Default”)
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body) an Event of Default shall be deemed to have occurred:


 


(a)       Default
in the payment of the Principal Amount on the Maturity Date, which default has not been cured within 10 days after its due date
by acceleration or otherwise; or


 


(b)       Default
in the payment, when due or declared due, of any interest payment hereunder, which default has not been cured within 10 days after
its due date by acceleration or otherwise; or


 


(c)       The Company files for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any other
state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding
under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company, and
has not been resolved in a period of thirty (30) days after such commencement.


 


Section
4.02     Effect of Default.     Upon the occurrence of an Event of Default as set forth in Section 4.01, the Holder
shall have the right to declare the Principal Amount and all interest accrued thereon to be immediately due and payable.


 


ARTICLE
V


 


Section
5.01     Notice.          All notices, requests, claims, demands and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission,
overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested
to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given
in accordance with this Section):


 


		(i)	If
                                         to the Company:



 


Hometown
International, Inc.





25
E. Grant Street





Woodstown,
NJ 08098 


 



    4


     


    

 


		(ii)	If
to the Holder:



 


Benchmark
Capital LLC





P.
O Box 25064     





Winston
Salem, NC 25117


 


All
such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be
deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be
deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given
on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered
by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business
day following mailing or upon receipt.


 


Section
5.02     Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the
laws of the State of New Jersey without giving effect to the principals of conflict of laws thereof.


 


Section
5.03     Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect
any of the other provisions of this Note, which shall remain in full force and effect.


 


Section
5.04     Construction and Joint Preparation. This Note shall be construed to effectuate the mutual intent of the
parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall
not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any
party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. The headings contained in this Note
are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation
of this Note.     


 


Section
5.05     Entire Agreement and Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the Company and the Holder. This Note represents the entire agreement between the
parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as
set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.


 


Section
5.06     Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but
all of which shall be deemed to constitute on instrument.


 



    5


     


    

 


IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Company has executed this Note as of the date first written
above.


 





	 	HOMETOWN INTERNATIONAL, INC.
	 	 	 
	 	By:	/s/Paul F. Morina
	 	Name:    Paul F. Morina     
	 	Title:      President
	 	 	 
	 	BENCHMARK CAPITAL LLC
	 	 	 
	 	By:	/s/James T. Patten
	 	Name:    James T. Patten     
	 	Title:      Manager



 


6