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Exhibit 10.43
PROMISSORY NOTE
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$100,000.00
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Orange
County, California
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May 27, 2009
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FOR VALUE RECEIVED, the undersigned, Location
Based Technologies, Inc., a Nevada corporation (referred
to herein as the “Borrower”), hereby unconditionally
promises to pay to the order of Netgain Financial, Inc., its
endorsees, successors and assigns (the “Holder”), in
lawful money of the United States, the principal sum of One Hundred
Thousand Dollars ($100,000).
1.
Terms of Repayment . Principal of and interest on
this Note shall be due six months from date of issuance or upon a
minimum of Five Million Dollars ($5,000,000) net to the company is
raised.
a. Upon
the execution and delivery of this Note, the Holder shall disburse
to the Borrower the sum of $100,000, which is the principal amount.
All remaining amounts outstanding under this Note shall mature and
become due and payable in full on November 27, 2009 (the "Maturity
Date"), subject to any prior payment required by this Note,
including, without limitation.
b. The
Lender shall receive 25,000 shares of the Company's restricted
common stock. The Holder shall receive the stock
certificate within ten (10) business days of signing.
2.
Interest Rate. This Note shall accrue interest
on the principal for a period of six (6) months from the date of
this Note at a rate of twelve percent (12%) per annum (the
“Interest Rate”). Interest shall be
calculated on the basis of a 365-day year for the actual number of
days elapsed. All payments hereunder are to be applied first to the
payment of accrued interest, and the remaining balance to the
payment of principal.
3.
Conversion. At the option of the Company and
upon approval from the Holder, the principal and accrued interest
may be converted into shares of the Company’s restricted
common stock. The conversion rate is determined as the
average closing stock price of the Company’s common stock for
the ten (10)
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