LGBTQ Loyalty Holdings, Inc. (OTCPK:LFAP) announced that it has entered into a securities purchase agreement with returning investor PowerUp Lending Group, Ltd. for private placement of a convertible note for gross proceeds of $78,500 on March 5, 2021. The company will issue the convertible note in the principal amount of $86,350 at a discount of $7,850. The note will become due and payable on March 5, 2022 and accrues interest at a rate of 10% per annum. The note plus all accrued but unpaid interest and other amounts due on the note may be prepaid by the company on or prior to the 30th day, amount due upon prepayment will be multiplied by 110%, between 31th and 61st day at 115%, between 61st and 90th day at 120%, between 91st and 120th at 125%, between 121st and 150th at 130%, and between 151st and 180th at 135%. The company must provide advanced notice to the holder of any prepayments and the holder may elect to convert all or any portion of the note prior to prepayment. The note contains customary events of default. Upon the occurrence of an event of default, the note shall become immediately due and payable and the company shall pay to power up an amount equal to 150% times the sum of the then outstanding principal, accrued and unpaid interest, the prepayment penalty of 22% per annum, and, depending on the type of default, other penalties. The company is subject to a restrictive covenant regarding sales of assets. The note is convertible into common shares at a conversion price, at a conversion price of 60% multiplied by the lowest trading price for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. The securities are being issued pursuant to exemption provided under Section 4(a)(2) of the Securities Act, Rule 501(a) of Regulation D, and Rule 506 promulgated thereunder.