Exhibit 10.6


 


AMENDED AND RESTATED

PROMISSORY NOTE


 


	$307,140.92	Las Vegas, Nevada
	 	February 13, 2019


 


FOR VALUE RECEIVED, OWP VENTURES, INC., a
Delaware corporation (“Borrower”), hereby promises to pay to the order of CRAIG ELLINS (“Payee”), with
an address at 6500 Bullring Lane, Las Vegas, Nevada 89130, in lawful money of the United States of America, on the earlier of (i)
a Qualified Financing (as defined below); or (ii) February 13, 2022 (the earlier of such dates being the “Maturity Date”),
the principal sum of Three Hundred Seven Thousand One Hundred Forty and 92/100 Dollars ($307,140.92.00), together with accrued
interest thereon as set forth below. A “Qualified Financing” shall mean the closing of one or a series of public and/or
private offerings of the equity or debt securities of the Borrower or any parent or subsidiary company of Borrower, and/or one
or more credit or loan facilities of Borrower or any parent or subsidiary company of Borrower, or any combination of the foregoing,
resulting in aggregate gross proceeds to Borrower and/or any parent or subsidiary company of Borrower, after the date hereof, of
at least $5,000,000.


 


This Amended and Restated Promissory Note
(this “Note”) evidences loans made by Borrower to Payee prior to the date hereof, as set forth on Schedule A hereto,
pursuant to separate Demand Promissory Notes (the “Demand Notes”) dated as of the date of each such loan, and amends
and restates the Demand Notes in their entirety.


 


Interest shall accrue from the date of each
loan evidenced by this Note at a rate of six percent (6%) per annum, based on a year of 365 or 366 days, as applicable, for the
number of days actually elapsed, until the date on which the last payment of principal and interest under this Note shall have
been paid.


 


This Note may be prepaid, in whole or in part,
at any time or from time to time, without premium or penalty. All payments made on this Note shall be applied first to interest
accrued to the date of the payment, then to other amounts which may then be due hereunder (other than principal), and then to the
outstanding principal amount of this Note.


 






     


     


    

 


All payments or prepayments of principal and
interest and other sums due pursuant to this Note shall be made by check to Payee at its address set forth above, or in immediately
available funds by wire transfer to Payee’s account at such bank as Payee shall have previously designated to Borrower.


 


Whenever any payment to be made hereunder
shall be due on a Saturday, Sunday or public holiday under the laws of the State of Nevada, such payment may be made on the next
succeeding business day and such extension of time shall be included in the computation of payment of interest hereunder.


 


The occurrence of any one or more of the following
events shall constitute an “Event of Default” under this Note: (i) Borrower shall fail to pay when due any amount due
under this Note and such failure shall not be cured within five days after the date such payment was due; or (ii) Borrower shall
commence any case, proceeding or other action under any law relating to bankruptcy, insolvency, reorganization or relief of debtors,
seeking to have an order for relief entered with respect to Borrower, or seeking to adjudicate Borrower a bankrupt or insolvent,
or seeking reorganization, arrangement or other relief with respect to Borrower or any of its debts, or seeking appointment of
a receiver, trustee, custodian or other similar official for Borrower or for all or any part of its assets, or Borrower shall make
a general assignment for the benefit of creditors, or there shall be commenced against Borrower any case, proceeding or other action
of a nature referred to in this clause (ii), or there shall be commenced against Borrower any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of the
assets of Borrower which results in the entry of an order for any such relief, or Borrower shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this clause (ii), or Borrower shall
generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.


 






    2


     


    

 


Upon the occurrence and during the continuance
of an Event of Default, the holder of this Note may, at its option, by notice in writing to Borrower, declare this Note to be,
and this Note shall forthwith become, due and payable; provided, however, that upon the occurrence of an Event of Default specified
in clause (ii) above, this Note shall automatically become due and payable forthwith, without demand or notice of any kind. If
an Event of Default occurs, Maker shall pay to the holder of this Note all expenses (including, without limitation, reasonable
attorneys’ fees and expenses and court fees and court costs) incurred by the holder in connection with obtaining advice as
to its rights and remedies in connection with such default and in connection with enforcing and collecting this Note.


 


Borrower hereby waives presentment, demand
for payment, notice of dishonor, protest and notice of protest of this Note. No waiver of any provision of this Note, or any agreement
or instrument evidencing or providing security for this Note, made by agreement of Payee and any other person or party, shall constitute
a waiver of any other terms hereof, or otherwise release or discharge the liability of Borrower under this Note. No failure to
exercise and no delay in exercising, on the part of Payee, any right, power or privilege under this Note shall operate as a waiver
thereof nor shall simple or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or
the exercise of any other power, right or privilege. The rights and remedies herein provided are cumulative and are not exclusive
of any rights or remedies provided by law.


 


Any provision of this Note that 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, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 


[Continued on Following
Page]


 




    3


     


    

 


This Note is governed by and to be construed
in accordance with the laws of the State of Nevada without regard to its doctrine of conflict of laws. Borrower, by its execution
hereof (i) agrees that any legal suit, action or proceeding arising from or related to this Note may be instituted in a state
or federal court located in the State of Nevada; (ii) waives any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding; and (iii) irrevocably submits to the jurisdiction of any such court in any
such suit, action or proceeding.


 


	 	OWP VENTURES, INC.
	 	 
	 	By:	/s/ Craig Ellins
	 	Name:	Craig Ellins
	 	Title:	Chief Executive Officer
	 	 
	 	Accepted and Agreed:
	 	 
	 	/s/ Craig Ellins
	 	Craig Ellins


 




    4


     


    

 


Schedule A

Advances


 


	Date of Loan	 	Loan Amount	 
	 	 	 	 
	October 25, 2018	 	$	57,140.92	 
	October 30, 2018	 	$	100,000.00	 
	November 9, 2018	 	$	50,000.00	 
	November 21, 2018	 	$	50,000.00	 
	November 23, 2018	 	$	50,000.00	 
	 	 	 	 	 
	TOTAL	 	$	307,140.92	 



 


 


5