Exhibit
10.6


 


 


 


NEITHER
THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE
SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


10%
CONVERTIBLE PROMISSORY NOTE


 


MATURITY
DATE OF SEPTEMBER 28, 2021 *THE “MATURITY DATE”


 


$108,000
SEPTEMBER 28, 2020 *THE “ISSUANCE DATE”


 


FOR
VALUE RECEIVED, LGBTQ Loyalty Holdings, Inc., a Delaware Corporation (the “Company”) doing business in
Wilton Florida, hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or
its assigns (the “Holder”), the principal amount of One Hundred and Eight Thousands Dollars ($108,000) (“Note”),
on demand of the Holder at any time on or after September 28, 2021 (the “Maturity Date”), and to pay interest
on the unpaid principal balance hereof at the rate of Ten Percent (10%) per annum (the “Interest Rate”) commencing
on the date hereof (the “Issuance Date”).


 


The
Principal Amount is One Hundred and Eight Thousand Dollars ($108,000) and the consideration paid by the Holder is One Hundred
and Three Thousand Dollars ($103,000) (the “Consideration”); there exists an original issue discount of $5,000 (the
“OID”)).


 


	 	1.	Payments
    of Principal and Interest.


 


	 	a.	Pre-Payment
    and Payment of Principal and Interest. The Company may pay this Note in full, together with any and all accrued and unpaid
    interest, plus any applicable pre-payment premium set forth herein and subject to the terms of this Section 1.a, at any time
    on or prior to the date which occurs 180 days after the Issuance Date hereof (the “Prepayment Date”). In the event
    the Note is not prepaid in full on or before the Prepayment Date, it shall be deemed a “Pre-Payment Default” hereunder.
    Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 125%,
    in addition to outstanding interest, without the Holder’s consent; from the 91st day to the One Hundred and Twentieth
    (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 130%, in addition to
    outstanding interest, without the Holder’s consent; from the 121st day to the Prepayment Date, the Company may pay the
    principal at a cash redemption premium of 140%, in addition to outstanding interest, without the Holder’s consent. After
    the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding
    principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon
    Holder’s prior written consent. At any time on or after the Maturity Date, the Company
    may repay the then outstanding principal plus accrued interest and Default Interest (defined below), if any, to the Holder.
	 	 	 
	 	b.	Demand
    of Repayment. The principal and interest balance of this Note shall be paid to the Holder hereof on demand by the Holder
    at any time on or after the Maturity Date. The Default Amount (defined herein), if applicable, shall be paid to Holder hereof
    on demand by the Holder at any time such Default Amount becomes due and payable to Holder. The Holder may, by written notice
    to the Company at least five (5) days before the Maturity Date (as may have been previously extended), extend the Maturity
    Date to up to one (1) year following the date of the original Maturity Date hereunder.
	 	 	 
	 	c.	Interest.
    This Note shall bear interest (“Interest”) at the rate of Ten Percent (10%) per annum from the Issuance
    Date until the same is paid, or otherwise converted in accordance with Section 2 below, in full and the Holder, at the Holder’s
    sole discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest shall commence accruing on
    the Issuance Date, shall be computed on the basis of a 365- day year and the actual number of days elapsed and shall accrue
    daily and, after the Maturity Date, compound quarterly. Upon an Event of Default, as defined in Section 10 below, the Interest
    Rate shall increase to Eighteen Percent (18%) per annum for so long as the Event of Default is continuing (“Default
    Interest”).
	 	 	 
	 	d.	General
    Payment Provisions. This Note shall be paid in lawful money of the United States of America by check or wire transfer
    to such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions
    of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business
    Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case
    of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof
    shall not be taken into account for purposes of determining the amount of interest due on such date. For purposes of this
    Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
    in the State of Texas are authorized or required by law or executive order to remain closed.


 




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	 	2.	Conversion
    of Note. At any time after the Pre-payment Date, the Conversion Amount (see Paragraph 2(a)(i)) of this Note shall be convertible
    into shares of the Company’s common stock (the “Common Stock”) according to the terms and conditions
    set forth in this Paragraph 2.


 


	 	a.	Certain
    Defined Terms. For purposes of this Note, the following terms shall have the following meanings:


 


	 	i.	“Conversion
    Amount” means the sum of (a) the principal amount of this Note to be converted with respect to which this determination
    is being made, (b) Interest; and (c) Default Interest, if any, if so included at the Holder’s sole discretion.
	 	 	 
	 	ii.	“Conversion
    Price” means a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date
    of a Conversion Notice; (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company
    relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization,
    reclassifications, extraordinary distributions and similar events).
	 	 	 
	 	iii.	“Person”
    means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
    organization and a government or any department or agency thereof.
	 	 	 
	 	iv.	“Shares”
    means the Shares of the Common Stock of the Company into which any balance on this Note may be converted upon submission of
    a “Conversion Notice” to the Company substantially in the form attached hereto as Exhibit 1.


 


	 	b.	Holder’s
    Conversion Rights. At any time after the Pre-payment Date, the Holder shall be entitled to convert all of the outstanding
    and unpaid principal and accrued interest of this Note into fully paid and non-assessable shares of Common Stock in accordance
    with the stated Conversion Price. The Holder shall not be entitled to convert on a Conversion Date that amount of the Note
    in connection with that number of shares of Common Stock which would be in excess of the sum of the number of shares of Common
    Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on
    a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding
    shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to the immediately preceding
    sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,
    as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions
    of 4.99% (“Conversion Limitation 1”). The Holder shall have the authority to determine whether the restriction
    contained in this Section 2(b) will limit any conversion hereunder, and accordingly, the Holder may waive the conversion
    limitation described in this Section 2(b), in whole or in part, upon and effective after 61 days prior written notice
    to the Company to increase or decrease such percentage to any other amount as determined by Holder in its sole discretion
    (“Conversion Limitation 2”). If in the case that the Company’s Common Stock is “chilled” for
    deposit into the DTC system and only eligible for clearing deposit, then an additional 15% discount to the Conversion Price
    shall apply for all future conversions under the Note while the “chill” is in effect. For the avoidance of doubt,
    with reference to section 2(a)ii of this note, when the “chill” is in effect the conversion price will increase
    from a 35% discount to a 50% discount to the lowest trading price during the previous (20) days to the date of a Conversion
    Notice. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company
    will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible
    under law. The Company agrees to honor all conversions submitted pending this adjustment unless the Holder, in its sole and
    absolute discretion elects instead to set the Conversion Price to par value for such conversion(s) and the conversion amount
    for such conversion(s) shall be increased to include Additional Principal, where “Additional Principal” means
    such additional amount to be added to the conversion amount to the extent necessary to cause the number of Common Stock issuable
    upon such conversion(s) to equal the same number of Common Stock as would have been issued had the Conversion Price not been
    set to par value in the Holder’s sole and absolute discretion.
	 	 	 
	 	c.	Fractional
    Shares. The Company shall not issue any fraction of a share of Common Stock upon any conversion; if such issuance would
    result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common
    Stock up to the nearest whole share except in the event that rounding up would violate the conversion limitation set forth
    in section 2(b) above.
	 	 	 
	 	d.	Conversion
    Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated
    by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into unrestricted shares at the Conversion
    Price.
	 	 	 
	 	e.	Mechanics
    of Conversion. The conversion of this Note shall be conducted in the following manner:


 


	 	i.	Holder’s
    Conversion Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice
    by the Holder (the “Conversion Date”), the Holder shall transmit by email, facsimile or otherwise deliver,
    for receipt on or prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed
    notice of conversion in the form attached hereto as Exhibit 1 to the Company.


 




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	 	ii.	Company’s
    Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but
    in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight
    courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such
    Conversion Notice in accordance with the terms herein. Within two (2) Business Days after the date the Conversion Notice is
    delivered, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion
    Notice; should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the
    date the Conversion Notice was delivered, have surrendered to an overnight courier for delivery the next day to the address
    as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common
    Stock to which the Holder shall be entitled.
	 	 	 
	 	iii.	Record
    Holder. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall
    be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.
	 	 	 
	 	iv.	Timely
    Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond within one business day to
    Holder confirming the details of the Conversion, and provide within two business days the Shares requested in the Conversion
    Notice.
	 	 	 
	 	v.	Liquidated
    Damages for Delinquent Response. If the Company fails to deliver for whatever reason (including any neglect or failure
    by, e.g., the Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion Notice
    within three (3) business days of the Conversion Date, the Company shall be deemed in “Default of Conversion.”
    Beginning on the fourth (4th) business day after the date of the Conversion Notice, after the Company is deemed in Default
    of Conversion, there shall accrue liquidated damages (the “Conversion Damages”) of $2,000 per day for each
    day after the third business day until delivery of the Shares is made, and such penalty will be added to the Note being converted
    (under the Company’s and Holder’s expectation and understanding that any penalty amounts will tack back to the
    Issuance Date of the Note). The Parties agree that, at the time of drafting of this Note, the Holder’s damages as to
    the delinquent response are incapable or difficult to estimate and that the liquidated damages called for is a reasonable
    forecast of just compensation.
	 	 	 
	 	vi.	Liquidated
    Damages for Inability to Issue Shares. If the Company fails to deliver Shares requested by a Conversion Notice due to
    an exhaustion of authorized and issuable common stock such that the Company must increase the number of shares of authorized
    Common Stock before the Shares requested may be issued to the Holder, the discount set forth in the Conversion Price will
    be increased by 5 percentage points (i.e. from 40% to 45%) for the Conversion Notice in question and all future Conversion
    Notices until the outstanding principal and interest of the Note is converted or paid in full. These liquidated damages shall
    not render the penalties prescribed by Paragraph 2(e)(v) void, and shall be applied in conjunction with Paragraph 2(e)(v)
    unless otherwise agreed to in writing by the Holder. The Parties agree that, at the time of drafting of this Note, the Holder’s
    damages as to the inability to issue shares are incapable or difficult to estimate and that the liquidated damages called
    for is a reasonable forecast of just compensation.
	 	 	 
	 	vii.	Rescindment
    of Conversion Notice. If: (i) the Company fails to respond to Holder within one business day from the date of delivery
    of a Conversion Notice confirming the details of the Conversion, (ii) the Company fails to provide the Shares requested in
    the Conversion Notice within three business days from the date of the delivery of the Conversion Notice, (iii) the Holder
    is unable to procure a legal opinion required to have the Shares issued unrestricted and/or deposited to sell for any reason
    related to the Company’s standing with the SEC or FINRA, or any action or inaction by the Company, (iv) the Holder is
    unable to deposit the Shares requested in the Conversion Notice for any reason related to the Company’s standing with
    the SEC or FINRA, or any action or inaction by the Company, (v) if the Holder is informed that the Company does not have the
    authorized and issuable Shares available to satisfy the Conversion, or (vi) if OTC Markets changes the Company’s designation
    to ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull
    and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) on the
    day of or any day after the date of the Conversion Notice, the Holder maintains the option and sole discretion to rescind
    the Conversion Notice (“Rescindment”) by delivering a notice of rescindment to the Company in the same
    manner that a Conversion Notice is required to be delivered to the Company pursuant to the terms of this Note.
	 	 	 
	 	viii.	Transfer
    Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or expense to the Holder. The Company
    shall pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution of this Note and processing
    of any Notice of Conversion, including but not limited to the cost of obtaining a legal opinion with regard to the Conversion.
    The Holder will deduct $3,000 from the principal payment of the Note solely to cover the cost of obtaining any and all legal
    opinions required to obtain the Shares requested in any given Conversion Notice. These fees do not make provision for or suffice
    to defray any legal fees incurred in collection or enforcement of the Note as described in Paragraph 13. All expenses incurred
    by Holder, for the issuance and clearing of the Common Stock into which this Note is convertible into, shall immediately and
    automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.


 




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	 	ix.	Conversion
    Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein, the Company’s obligations
    to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment,
    or alleged breach by the Holder of any obligation to the Company.


 


	 	3.	Other
    Rights of Holder: Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization,
    reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person
    or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly
    or upon subsequent liquidation) stock, securities, cash or other assets with respect to or in exchange for Common Stock is
    referred to herein as “Organic Change.” Prior to the consummation of any (i) Organic Change or (ii) other
    Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such
    assets or the successor resulting from such Organic Change (in each case, the “Acquiring Entity”) a written
    agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a
    security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note,
    and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate
    provision (in form and substance reasonably satisfactory to the Holder) to ensure that the Holder will thereafter have the
    right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore
    acquirable and receivable upon the conversion of the Note, such shares of stock, securities, cash or other assets that would
    have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock
    which would have been acquirable and receivable upon the conversion of the Note as of the date of such Organic Change (without
    taking into account any limitations or restrictions on the convertibility of the Note set forth in Section 2(b) or otherwise).
    All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.


 


	 	a.	Adjustment
    Due to Distribution. If the Company shall declare or make any distribution of its assets (or rights to acquire its assets)
    to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
    or distribution to the Company’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a
    subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
    of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of
    such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion
    had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled
    to such Distribution.


 


	 	4.	Representations
    and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents
    and warrants to the Holder the following:


 


	 	a.	Organization,
    Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
    the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as
    now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the
    failure to so qualify would have a material adverse effect on its business or properties.
	 	 	 
	 	b.	Authorization.
    All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the
    authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of
    the obligations of the Company reflected in the provisions of this Agreement, valid and enforceable obligations. The shares
    of capital stock issuable upon conversion of the Note have been authorized or will be authorized prior to the issuance of
    such shares.
	 	 	 
	 	c.	Fiduciary
    Obligations. The Company hereby represents that it intends to use the proceeds of the Note primarily for the operations
    of its business and not for any personal, family, or household purpose. The Company hereby represents that its board of directors,
    in the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the
    proceeds of the Note provided for herein is appropriate for the Company after reasonable inquiry concerning its financial
    objectives and financial situation.


 


	 	5.	Covenants
    of the Company.


 


	 	a.	So
    long as the Company shall have any obligations under this Note, the Company shall not without the Holder’s prior written
    consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other
    securities) on shares of capital stock solely in the form of additional shares of Common Stock
	 	 	 
	 	b.	So
    long as the Company shall have any obligations under this Note, the Company shall not without the Holder’s prior written
    consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business.
    Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof.


 




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	 	6.	Reservation
    of Shares. The Company shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep
    available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of
    the Note, eight times the number of shares of Common Stock as shall at all times be sufficient to effect the conversion of
    all of the principal amount, plus Interest and Default Interest, if any, of the Note then outstanding (“Share Reserve”),
    unless the Holder stipulates otherwise in the “Irrevocable Letter of Instructions to the Transfer Agent.”
    So long as this Note is outstanding, upon written request of the Holder or via telephonic communication, the Company’s
    Transfer Agent shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current
    number of common shares authorized, the then-current number of unrestricted shares, and the then-current number of shares
    reserved for third parties.
	 	 	 
	 	7.	Voting
    Rights. The Holder of this Note shall have no voting rights as a note holder, except as required by law, however, upon
    the conversion of any portion of this Note into Common Stock, Holder shall have the same voting rights as all other Common
    Stock holders with respect to such shares of Common Stock then owned by Holder.
	 	 	 
	 	8.	Reissuance
    of Note. In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount represented
    by this Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder of the
    Note converted or redeemed, a new note of like tenor representing the remaining principal amount of this Note which has not
    been so converted or redeemed and which is in substantially the same form as this Note, as set forth above.
	 	 	 
	 	9.	Default
    and Remedies.


 


	 	a.	Event
    of Default. For purposes of this Note, an “Event of Default” shall occur upon:


 


	 	i.	the
    Company’s default in the payment of the outstanding principal, Interest or Default Interest of this Note when due, whether
    at Maturity, acceleration or otherwise;
	 	 	 
	 	ii.	the
    occurrence of a Default of Conversion as set forth in Section 2(e)(v);
	 	 	 
	 	iii.	the
    failure by the Company for ten (10) days after notice to it to comply with any material provision of this Note not included
    in this Section 10(a);
	 	 	 
	 	iv.	the
    Company’s breach of any covenants, warranties, or representations made by the Company herein;
	 	 	 
	 	v.	any
    of the information in the DDF is false or misleading in any material respect;
	 	 	 
	 	vi.	the
    default by the Company in any Other Agreement entered into by and between the Company and Holder, for purposes hereof “Other
    Agreement” shall mean, collectively, all agreements and instruments between, among or by: (1) the Company, and, or for
    the benefit of, (2) the Holder and any affiliate of the Holder, including without limitation, promissory notes;
	 	 	 
	 	vii.	the
    cessation of operations of the Company or a material subsidiary;
	 	 	 
	 	viii.	the
    Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary case; (b) consents to the entry
    of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all
    or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing
    that it is generally unable to pay its debts as the same become due;
	 	 	 
	 	ix.	court
    of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (a) is for relief against the Company
    in an involuntary case; (b) appoints a Custodian of the Company or for all or substantially all of its property; or (c) orders
    the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for thirty (30) days;
	 	 	 
	 	x.	the
    Company files a Form 15 with the SEC;
	 	 	 
	 	xi.	the
    Company’s failure to timely file all reports required to be filed by it with the Securities and Exchange Commission;
	 	 	 
	 	xii.	the
    Company’s failure to timely file all reports required to be filed by it with OTC Markets to remain a “Current
    Information” designated company;
	 	 	 
	 	xiii.	the
    Company’s Common Stock is reported as “No Inside” by OTC Markets at any time while any principal, Interest
    or Default Interest under the Note remains outstanding;
	 	 	 
	 	xiv.	the
    Company’s failure to maintain the required Share Reserve pursuant to the terms of the Irrevocable Letter of Instructions
    to the Transfer Agent;
	 	 	 
	 	xv.	the
    Company directs its transfer agent not to transfer, or delays, impairs, or hinders its transfer agent in transferring or issuing
    (electronically or in certificated form) any certificate for Shares of Common Stock to be issued to the Holder upon conversion
    of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent
    not to remove or impairs, delays and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw and
    stop transfer instructions) on any certificate for any Shares of Common Stock issued to the Holder upon conversion of or otherwise
    pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does
    not intend to honor its obligations pursuant to a Conversion Notice submitted by the Holder) and any such failure shall continue
    uncured for three (3) Business Days after the Conversion Notice has been delivered to the Company by Holder;
	 	 	 
	 	xvi.	the
    Company’s failure to remain current in its billing obligations with its transfer agent and such delinquency causes the
    transfer agent to refuse to issue Shares to Holder pursuant to a Conversion Notice;
	 	 	 
	 	xvii.	the
    Company effectuates a reverse split of its Common Stock and fails to provide twenty (20) days prior written notice to Holder
    of its intention to do so; or
	 	 	 
	 	xviii.	OTC
    Markets changes the Company’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull
    and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign).


 




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	 	xix.	“Change
    of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
    by an individual or legal entity or “group” (as described in Rule 13d- 5(b)(1) promulgated under the Securities
    Exchange Act of 1934) of effective control (whether through legal or beneficial ownership of capital stock of the Company,
    by contract or otherwise) of in excess of 40% of the voting securities of the Company, (b) the Company merges into or consolidates
    with any other Person, as that term is defined in the Securities Act of 1933, as amended, or any Person merges into or consolidates
    with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction
    own less than 60% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company
    sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately
    prior to such transaction own less than 60% of the aggregate voting power of the acquiring entity immediately after the transaction,
    (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors
    which is not approved by a majority of those individuals who are members of the Board of Directors on the Issuance Date (or
    by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors
    was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution
    by the Company of an agreement to which the Company is a party or by which it is bound.
	 	 	 
	 	xx.	Altering
    the conversion terms of any notes that are currently outstanding.
	 	 	 
	 	xxi.	Notwithstanding
    anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Company
    of any covenant or other term or condition contained in any of other agreement entered into by the Company, after the passage
    of all applicable notice and cure or grace periods therein.


 


The
Term “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.


 


	 	b.	Remedies.
    If an Event of Default occurs, the Holder may in its sole discretion determine to request immediate repayment of all or any
    portion of the Note that remains outstanding; at such time the Company will be required to pay the Holder the Default Amount
    (defined herein) in cash. For purposes hereof, the “Default Amount” shall mean: the product of (A) the
    then outstanding principal amount of the Note, plus accrued Interest and Default Interest, divided by (B) the Conversion Price
    as determined on the Issuance Date, multiplied by (C) the highest price at which the Common Stock traded at any time between
    the Issuance Date and the date of the Event of Default. If the Company fails to pay the Default Amount within five (5) Business
    Days of written notice that such amount is due and payable, then Holder shall have the right at any time, so long as the Company
    remains in default (and so long and to the extent there are a sufficient number of authorized but unissued shares), to require
    the Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock
    of the Company equal to the Default Amount divided by the Conversion Price then in effect.
	 	 	 
	 	c.	If
    at any time after the Issuance Date, the Company is not DWAC Eligible, then an additional 5% discount shall be factored into
    the Conversion Price. If at any time after the Issuance Date, the Common Stock is not DTC Eligible, then an additional 5%
    discount shall be factored into the Conversion Price. In addition, if any Event of Default occurs after the Issuance Date,
    then an additional 5% discount shall be factored into the Conversion Price for each of the first three (3) Events of Default
    that occur after the Issuance Date (for the avoidance of doubt, each occurrence of any Event of Default shall be deemed to
    be a separate occurrence for purposes of the foregoing reductions, even if the same Event of Default occurs three (3) separate
    times). For example, if there are three (3) separate occurrences of an Event of Default, then an additional 5% discount shall
    be factored into the Conversion Price for the first such occurrence, and so on for each of the second and third occurrences
    of such Event of Default.


 


	 	10.	Vote
    to Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument in writing signed
    by the Company and the Holder.
	 	 	 
	 	11.	Lost
    or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or
    mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to
    the Company in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and cancellation
    of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as
    this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests
    the Company to convert such remaining principal amount, plus accrued Interest and Default Interest, if any, into Common Stock.
	 	 	 
	 	12.	Payment
    of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or
    enforcement or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder
    of this Note in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving
    a claim under this Note, then the Company shall pay to the Holder all reasonable attorneys’ fees, costs and expenses
    incurred in connection therewith, in addition to all other amounts due hereunder.
	 	 	 
	 	13.	Cancellation.
    After all principal, accrued Interest and Default Interest, if any, at any time owed on this Note has been paid in full or
    otherwise converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation
    and shall not be reissued.
	 	 	 
	 	14.	Waiver
    of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and
    notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.


 




    	6



     


    

 


	 	15.	Governing
    Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
    interpretation and performance of this Note shall be governed by, the laws of the State of Texas, without giving effect to
    provisions thereof regarding conflict of laws. Each party hereby irrevocably submits to the non- exclusive jurisdiction of
    the state and federal courts sitting in Texas for the adjudication of any dispute hereunder or in connection herewith or with
    any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
    action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
    or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
    hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
    by sending, through certified mail or overnight courier, a copy thereof to such party at the address for such notices to it
    under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
    Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH
    PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
    DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
	 	 	 
	 	16.	Remedies,
    Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
    and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance
    and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions
    giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure
    by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization
    concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect
    to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof
    and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
    thereof).
	 	 	 
	 	17.	Specific
    Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general
    provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be
    construed against any person as the drafter hereof.
	 	 	 
	 	18.	Failure
    or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
    hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
    preclude further exercise thereof or of any other right, power or privilege.
	 	 	 
	 	19.	Partial
    Payment. In the event of partial payment by the Holder, the principal sum due to the Holder shall be prorated based on
    the consideration actually paid by the Holder such that the Company is only required to repay the amount funded and the Company
    is not required to repay any unfunded portion of this Note, with the exception of any OID contemplated herein.
	 	 	 
	 	20.	Entire
    Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard
    to the subjects herein. None of the terms of this Agreement can be waived or modified, except by an express agreement signed
    by all Parties hereto.
	 	 	 
	 	21.	Additional
    Representations and Warranties. The Company expressly acknowledges that the Holder, including but not limited to its officer,
    directors, employees, agents, and affiliates, have not made any representation or warranty to it outside the terms of this
    Agreement. The Company further acknowledges that there have been no representations or warranties about future financing or
    subsequent transactions between the parties.
	 	 	 
	 	22.	Notices.
    All notices and other communications given or made to the Company pursuant hereto shall be in writing (including facsimile
    or similar electronic transmissions) and shall be deemed effectively given: (i) upon personal delivery, (ii) when sent by
    electronic mail or facsimile, as deemed received by the close of business on the date sent, (iii) five (5) days after having
    been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with
    a nationally recognized overnight courier, specifying next day delivery. All communications shall be sent either by email,
    or fax, or to the email address or facsimile number set forth on the signature page hereto. The physical address, email address,
    and phone number provided on the signature page hereto shall be considered valid pursuant to the above stipulations; should
    the Company’s contact information change from that listed on the signature page, it is incumbent on the Company to inform
    the Holder.
	 	 	 
	 	23.	Severability.
    If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
    from this Agreement and the rest of the Agreement shall be enforceable in accordance with its terms.
	 	 	 
	 	24.	Usury.
    If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
    usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest
    permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to
    claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal,
    Interest or Default Interest on this Note.
	 	 	 
	 	25.	Successors
    and Assigns. This Agreement shall be binding upon all successors and assigns hereto. The Company may not assign this Note
    without the prior written consent of Holder. This Note and any shares of Common Stock issued upon conversion of this Note
    may be offered, sold, assigned or transferred by Holder without the consent of the Company.


 


—
SIGNATURE PAGE TO FOLLOW —


 




    	7



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.


 


	LGBTQ
    Loyalty Holdings, Inc.	 
	 	 
	Signature:	 	 
	 	 	 
	By:	 Robert Blair	 
	 	 	 
	Title:	 CEO	 
	 	 	 
	Address:	 2435
    N Dixie Hwy	 
	 	 	 
	 	 Wilton
    Manors, FI 33305	 
	 	 	 
	 	 	 
	 	 	 
	Email:	  bobby@lgbtql.com	 
	 	 	 
	Phone:	 954-336-0436	 
	 	 	 
	Facsimile:		 
	 	 	 
	JSJ Investments Inc.	 
	 	 
	Signature:	 
	 	 
	Sameer
    Hirji, President JSJ Investments Inc.	 
	10830
    North Central Expressway, Suite 152	 
	Dallas
    TX 75231	 
	888-503-2599	 


 




    	8



     


    

 


Exhibit
1


 


Conversion
Notice


 


Reference
is made to the 10% Convertible Note issued by LGBTQ Loyalty Holdings, Inc. (the “Note”), dated September 28, 2020
in the principal amount of $108,000 with 10% interest. This note currently holds a principal balance of $108,000. The features
of conversion stipulate a Conversion Price equal to a 40% discount to the lowest trading price during the previous twenty (20)
trading days to the date of a Conversion Notice pursuant to the provisions of Section 2(a)(ii) in the Note.


 


In
accordance with and pursuant to the Note, the undersigned hereby elects to convert $ of the principal/interest balance
of the Note, indicated below into shares of Common Stock (the “Common Stock”), of the Company, by tendering the Note
specified as of the date specified below.


 


Date
of Conversion: ________


 


Please
confirm the following information:


Conversion
Amount: $ _____________________


Conversion
Price: $_______________ (______ % discount from $_____________________ )


Number
of Common Stock to be issued: ________________________________________________________


Current Issued/Outstanding: ________________________________________________________________


 


If
the Issuer is DWAC eligible, please issue the Common Stock into which the Note is being converted in the name of the Holder of
the Note and transfer the shares electronically to:


 


[BROKER
INFORMATION]


 


Holder
Authorization:


 


JSJ
Investments Inc.


	10830
    North Central Expressway, Suite 152	*Do
    not send certificates to this address


Dallas,
TX 75231


888-503-2599


Tax
ID: 20-2122354


 


Sameer
Hirji, President


 


[DATE]


 


[CONTINUED
ON NEXT PAGE]


 




    	9



     


    

 


PLEASE
BE ADVISED, pursuant to Section 2(e)(ii) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice,
the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice,
SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING
THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after
the date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker
indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, they shall, within two
(2) Business Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address
as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common
Stock to which the Holder shall be entitled.”


 


	Signature:	 
	 	 
	 	 
	Robert
    A. Blair	 
	CEO	 
	LGBTQ
    Loyalty Holdings, Inc.	 


 




    	10