ex10-48.htm


    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 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.

     

    
      
        
        

      

      
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      4.  Prepayment. The Company shall provide
at least ten business days prior written notice to the Holder in the event of
any voluntary repayment by the Company. A notice of prepayment shall not
preclude the Holder from submitting a conversion notice pursuant to Section 3
during the 10 business day notice period and such conversion notice shall be
honored by the company and deemed submitted prior to any prepayment by the
Company.

       

      5.  Interest. The amount of interest
accrued on the Notes as of July 31, 2009 is $55,430 (the "Accrued Interest"). On
August 28, 2009, the Company will pay the Accrued Interest in cash or by
delivering 85,277 shares of the Company's common, which shares shall be duly and
validly issued, fully paid and non-assessable and freely tradable without
legend. Gemini shall receive its stock certificate for the Accrued Interest
within seven (7) business days of the date hereof. The Notes shall continue to
accrue interest at a rate of 12% per annum.

       

      6.  Pledge Agreement. The Pledge Agreement
shall remain in full force and effect and not in any way be effected by the
extension of the Maturity Date granted herein.

       

      7.  Expenses. The Company shall promptly
pay or reimburse the Holder for any and all expenses incurred in connection
herewith.

       

      8.  Full Force and Effect. Except as
otherwise expressly provided herein, the Notes, the Extension Agreement and the
Pledge Agreement ("Transaction Documents") shall remain in full force and
effect. Except for any waivers and modifications contained herein, this
Agreement shall not in any way waive or prejudice any of the rights or
obligations of the Holder or the Company under the Transaction Documents, under
any law, in equity or otherwise, and such waivers and modifications shall not
constitute a waiver or modification of any other provision of the Transaction
Documents nor a waiver or modification of any subsequent default or breach of
any obligation of the Company or of any subsequent right of the
Holder.

       

       

          IN WITNESS
WHEREOF, the parties have ex uted and delivered this Agreement as of the date
first written above.

       

       

      
        LOCATION
BASED TECHNOLGIES, INC.

      

      
        
          	 	 	 	 	 
	
                  /s/
      David
      M. Morse

                	 	 	
                  /s/
      Joseph
      F. Scalisi

                	 
	
                  David
      M. Morse

                	 	 	
                  Joseph
      F. Scalisi

                	 
	
                  CEO
      & Co-President

                	 	 	
                  CDO
      & Co-President

                	 


        

      

       

      
        
          
            
              	 	 	 	 	 
	
                      /s/
      Desiree
      Mejia

                    	 	 	
                    	 
	
                      Desiree
      Mejia

                    	 	 	
                    	 
	
                    	 	 	
                    	 


            

          

        

      

       

      


      
        GEMINI
MASTER FUND, LTD.

        By:
GEMINI STRATEGIES, LLC, as investment manager

      

      
        
          
            
              
                
                  
                    	 	 	 
	
                            By:
      

                          	/s/ Steven
      Winters	 
	 	Name:
      Steven Winters	 
	 	Title:
      President	 
	 	 	 


                  

                

              

            

          

        

      

       

       

       

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