Exhibit 10.48
EXTENSION
AGREEMENT
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").
RECITALS:
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;
WHEREAS, pursuant to that certain Extension Agreement
dated May 7, 2009 (the "Extension Agreement"), the Maturity Date
under the Note was extended until August 18, 2009; and
WHEREAS, the Company wishes to extend the Maturity Date
of the Note further in accordance with the terms hereof;
AGREEMENT:
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 C
