Exhibit10.48 EXTENSIONAGREEMENT

 

This Extension Agreement (this "Agreement"), dated as of August 20, 2009, is entered into by and among Location Based Technologies, Inc., a Nevada corporation ("Company"), Desiree Mejia, an individual with her principal residence at 1015 Avenue A, Redondo Beach, CA 90277 ("Pledger"), and Gemini Master Fund, Ltd., a Cayman Islands exempted company (the "Holder").

 

 

WHEREAS, the Holder has loaned (a) $625,000 to the Company, which loan is evidenced by that certain promissory note issued to the Holder on or about November 18, 2008 with an original maturity date of February 18, 2009 which maturity date was subsequently extended until August 18, 2009; and (b) $100,000 to the Company, which loan is evidenced by that certain promissory note issued to the Holder on or about May 7, 2009 with an original maturity date of August 18, 2009 (collectively the "Notes"), which Notes are secured by a lien and pledge on certain securities pursuant to the terms of that certain Pledge Agreement entered into on November 18, 2008 by Pledgor in favor of the Holder; initially capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Notes or Pledge Agreement, as the case may be;

 

 

 

 

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.   Extension of Maturity Date. The Maturity Date under the Notes is hereby extended from August 18, 2009 until November 18, 2009.

 

2.  Shares. Gemini shall receive 50,000 shares of the Company's common restricted stock, which shares shall be duly and validly issued, fully paid and non-assessable and freely tradable following the applicable Rule 144 holding period. Gemini shall receive its stock certificate for 50,000 shares within seven (7) business days of the date hereof.

 

3.  Conversion. At any time and from time to time the Notes shall be convertible, in whole or in part, into shares of the Company's Common Stock ("Conversion Shares") at the option of the Holder. The Holder shall effect conversions by delivering written notice to the Company specifying therein the principal amount of the Notes to be converted. The number of Conversion Shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Notes to be converted plus any accrued but unpaid interest thereon, by (y) the Conversion Price, where the "Conversion Price" shall equal $0.65. The Conversion Price shall be appropriately and equitably adjusted following any stock splits, stock dividends, spin-offs, distributions and similar events. The Conversion Shares shall be duly and validly issued, fully paid and non-assessable and freely tradable. The Holder shall receive the stock certificate(s) within three (3) business days following the date of conversion. The Company acknowledges and agrees that the holding period for any Conversion Shares for purposes of Rule 144 commenced on November 18, 2008, the date of issuance of the Notes. Any failure to issue Conversion Shares hereunder shall constitute an event of default under the Notes.