EXTENSION AGREEMENT
EXHIBIT 10.37
This
Extension Agreement (this “Agreement”), dated as of
January 30, 2009, is entered into by and among Location Based Technologies,
Inc., a Nevada corporation (“Company”), Xxxxxxx Xxxxx, an
individual with her principal residence at 0000 Xxxxxx X, Xxxxxxx Xxxxx, XX
00000 (“Pledgor”),
Gemini Master Fund, Ltd., a Cayman Islands exempted company (Gemini the “Holders”).
R E C I T A L S:
WHEREAS,
the Holder have loaned in the aggregate $625,000 to the Company, which loans are
evidenced by various promissory notes issued to the Holders with a maturity date
of February 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 Holders; 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; and
WHEREAS,
the Company wishes to extend the maturity date of the Notes in accordance with
the terms hereof;
A G R E E M E N
T:
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 February 18,
2009 until May 18, 2009, provided that, upon the Borrower receiving any debt,
equity or other financing, the Notes shall be repaid, on a pro rata basis among
the Holders, with 100% of the net proceeds from such financing.
2. Shares. Gemini
shall each 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/his stock certificate for 50,000
shares within seven (7) business days of the date hereof.
3. Interest. The Notes
shall continue to accrue interest at a rate of 12% per annum.
4. 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.
5. Expenses. The
Company shall promptly pay or reimburse the Holders for any and all expenses
incurred in connection herewith.
6. Full Force and
Effect. Except as otherwise expressly provided herein, the
Note 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 Holders 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.
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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.
LOCATION
BASED TECHNOLGIES, INC.
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/s/
Xxxxx X. Xxxxx
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/s/
Xxxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxx
CEO &
Co-President
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Xxxxxx
X. Xxxxxxx
CDO &
Co-President
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/s/
Xxxxxxx
Xxxxx
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Xxxxxxx
Xxxxx
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GEMINI
MASTER FUND, LTD.
By:
GEMINI STRATEGIES, LLC, as investment manager
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/s/
Xxxxxx Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
Title: Managing Member
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