LBAS Location Based Technologies Inc (PK)

Exhibit 10.95

 

 

MODIFICATION AGREEMENT TO

SECURED CONVERTIBLE PROMISSORY NOTE

 

This Modification Agreement (this “Agreement”), dated effective as of April 15, 2015 (the “Effective Date”), is to modify certain of the terms and conditions of that certain Secured Convertible Promissory Note dated November 28, 2012, by and between Location Based Technologies, Inc., a Nevada corporation (the “Company”), and Bridge Loans, LLC (the “Lender”) in the principal amount of One Million Dollars ($1,000,000), as amended on each of April 29, 2013, December 10, 2013 and September 5, 2014 (the “Note”).

 

WHEREAS, the Company has requested Lender to modify the terms of the Note in order for the Company to secure a loan of at least Five Million Dollars ($5,000,000) (the “Loan”) from Fortress Investment Group. LLC (“Fortress”) or any other reasonable source of funds on or before ninety (90) days from the Effective Date; and,

 

WHEREAS, under the terms and conditions herein Lender is willing to modify certain terms of the Note in order for the Company to secure the Loan.

 

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

 

1.

Lender hereby agrees that for a period of ninety (90) days from the Effective Date, Lender will not exercise its conversion rights under Subsection (a) of Section 1 of the Note in order to allow the Company to secure the Loan with Fortress or any other reasonable source of funds on terms reasonably acceptable to the Company. At the closing of such Loan, the Company shall pay the outstanding principal and all accrued interest due on the Note to Lender.

 

2.	As additional consideration for entering into this Agreement, at the closing of the Loan, the Company shall issue to Lender 4,666,200 shares of Common Stock.

 

3.	Existing Warrants dated April 29, 2013 for 3,000,000 warrants with a strike price of $0.20 shall be extended to the Fiscal Year end of August 31, 2017.

 

4.

In the event that the closing of the Loan with Fortress does not close on or before ninety (90) days from the Effective Date, this Agreement shall automatically terminate and (i) all of the rights of Lender set forth in the Note shall be effective as of April 15, 2015, and (ii) the conversion price shall be the lower of $0.10 per share of Company common stock and 50% of the lowest sales price of Company common stock between the Effective Date and the date of conversion.

 

5.	Except as expressly set forth herein, this Agreement does not alter, amend or modify any other terms or conditions of the Note. All other terms and conditions of the Note shall remain unchanged.

 

 

[Remainder of page intentionally left blank. Signature page follows]

 

 

IN WITNESS WHEREOF, this Agreement has been executed this 20th day of April, 2015, but shall be effective as of the Effective Date.

 

Borrower:

 

LOATION BASED TECHNOLOGIES, INC.

 

By:_________________________________

David M. Morse, CEO

 

Date: April 20, 2015

 

 

Lender:

 

BRIDGE LOANS, LLC

 

By:_________________________________

Alfred G. Allen, III, Manager

 

Date: April 20, 2015

 

Exhibit 10.96

 

MODIFICATION AGREEMENT TO

SECURED CONVERTIBLE PROMISSORY NOTE

 

This Modification Agreement (this “Agreement”), dated effective as of April 15, 2015 (the “Effective Date”), is to modify certain of the terms and conditions of that certain Secured Convertible Promissory Note dated September 5, 2014, by and between Location Based Technologies, Inc., a Nevada corporation (the “Company”), and ECPC Capital II, LLC (the “Lender”) in the principal amount of Four Hundred Fifty Thousand Dollars ($450,000) (the “Note”).

 

WHEREAS, the Company has requested Lender to modify the terms of the Note in order for the Company to secure a loan of at least Five Million Dollars ($5,000,000) (the “Loan”) from Fortress Investment Group. LLC (“Fortress”) or any other reasonable source of funds on or before ninety (90) days from the Effective Date; and,

 

WHEREAS, under the terms and conditions herein Lender is willing to modify certain terms of the Note in order for the Company to secure the Loan.

 

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

 

1.     Lender hereby agrees that for a period of ninety (90) days from the Effective Date, Lender will not exercise its conversion rights under Subsection (a) of Section 1 of the Note in order to allow the Company to secure the Loan with Fortress or any other reasonable source of funds on terms reasonably acceptable to the Company. At the closing of such Loan, the Company shall pay the outstanding principal and all accrued interest due on the Note to Lender.

 

2.     As additional consideration for entering into this Agreement, at the closing of the Loan, the Company shall issue to Lender 9,333,333 shares of Common Stock of the Company.

 

3.     In the event that the closing of the Loan with Fortress or any other reasonable source of funds does not close on or before ninety (90) days from the Effective Date, this Agreement shall automatically terminate and (i) all of the rights of Lender set forth in the Note shall be effective as of April 15, 2015, and (ii) the conversion price shall be the lower of $0.10 per share of Company common stock and 50% of the lowest sales price of Company common stock between the Effective Date and the date of conversion.

 

4.     Except as expressly set forth herein, this Agreement does not alter, amend or modify any other terms or conditions of the Note. All other terms and conditions of the Note shall remain unchanged.

 

 

[Remainder of page intentionally left blank. Signature page follows]

 

 

IN WITNESS WHEREOF, this Agreement has been executed this 20th day of April, 2015, but shall be effective as of the Effective Date.

 

Borrower:

 

LOATION BASED TECHNOLOGIES, INC.

 

By:_________________________________

David M. Morse, CEO

 

Date: April 20, 2015

 

 

Lender:

 

ECPC CAPITAL II, LLC

 

By:_________________________________

Alfred G. Allen, III, Manager

 

Date: April 20, 2015

 

Exhibit 10.97

  

SECURED CONVERTIBLE PROMISSORY NOTE

 

 

$50,000	Orange County, CA
	May 13, 2015

                                                                                            

FOR VALUE RECEIVED, the undersigned, Location Based Technologies, Inc., a Nevada corporation (referred to herein as the “Borrower” or “Company”), hereby unconditionally promises to pay to the order of Greggory Haugen its endorsees, successors and assigns (the “Holder” or “Lender”), in lawful money of the United States the principal sum of Fifty Thousand Dollars ($50,000).

 

1.     Terms of Repayment and Conversion.

 

a.     All amounts outstanding under this Note shall mature and become due and payable on May 13, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during the Term, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price of $0.10 per share (the “Conversion Price”). At the Maturity Date, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of of $0.10 per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

b.     The Holder may from time to time effect conversions of all or a portion of the outstanding principal amount and accrued interest of this Note by delivering the “Notice of Conversion” (attached as Exhibit A) to the Company specifying therein the principal amount of this Note to be converted. Such conversions shall be effected within ten (10) days of receipt by the Company of the Notice of Conversion. The number of shares issuable upon a conversion hereunder shall be equal to the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus any accrued but unpaid interest thereon, by (y) the Conversion Price. The Conversion Price shall be appropriately and equitably adjusted following any stock splits, stock dividends, spin-offs, distributions and similar events. The shares issued upon conversion shall be duly and validly issued, fully paid and non-assessable and, following the applicable Rule 144 holding period and compliance by the Holder with any reasonable requirements of the Company’s transfer agent to eliminate restrictions on transfer under the Securities Act of 1933, as amended, freely tradable. The Holder shall receive the stock certificate(s) within five (5) business days following the date of conversion.

 

2.     Interest Rate. This Note shall accrue interest on the principal from the date of this Note at a rate of Ten Percent (10%) per annum (the “Interest Rate”). All payments and conversions hereunder are to be applied first to the payment or satisfaction of accrued interest, and the remaining balance to the payment or satisfaction of principal. In the event of default, interest shall stop accruing when Lender takes possession of the Collateral.

 

3.     Events of Default. If any of the events of default specified in this Section shall occur, Holder may, so long as such condition continues, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company, and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice. The following shall be considered events of default:

 

a.     Default in the payment of the principal or unpaid accrued interest of this Note when due and payable;

 

 

b.     Failure to issue shares of common stock of the Company within 10 days after the Company’s receipt of a valid notice of conversion; or

 

c.     If the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction.

 

4.     Successors and Assigns: Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Note, express or implied, is intended to confer upon any party, other than the parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided herein. The Company may not assign this Note or any of the rights or obligations referenced herein without the prior written consent of Holder.

 

5.     Governing Law. This agreement is entered into in Orange County, California, and shall be construed in accordance with and governed by the laws of the State of California applicable to contracts made and to be performed in California. Further, the parties agree that venue shall rest solely and exclusively in Orange County, California, and any challenge or objection thereto is hereby waived.

 

6.      Security Interest.   This Note is secured by a security interest granted to the Lender pursuant to the Security Agreement dated January 5, 2011, by and between the Borrower and the Lender. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Lender should be entitled to, among other relief to which the Lender may be entitled hereunder or under any of the other documents executed in connection herewith or and any other agreement to which the Borrower and Lender are parties (collectively, “Loan Documents”) and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Lender to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. Immediately, upon satisfaction of this Note (either by repayment or conversion), the security interest granted to the Lender pursuant to the Security Agreement shall be released unconditionally, fully and completely.

 

7.     Notices. For the purpose of this Note, notices and all other communications provided for in this Note shall be in writing and shall be deemed to have been duly given as of the date if delivered in person or by telecopy, on the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, and if addressed to the Company then at its principal place of business, or if addressed to the Holder, then the last known address on file with the Company.

 

 

If to the Company:	Location Based Technologies, Inc.
	1 Jenner, Suite 100 Irvine, CA 92618 E-mail: dave@pocketfinder.com
If to Lender:	Greggory Haugen

     

 

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties

 

8.     Heading; References. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Note.

 

9.     Representations and Warranties. Each Party has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Note and otherwise to carry out its obligations hereunder.

 

10.   Counterparts. This Agreement may be executed in counterparts by the Company and the Lender, both of which taken together shall be deemed one original, binding on both parties, notwithstanding that all parties are not signatories to the original or the same counterpart.

 

11.   Entire Agreement. This Note and the Loan Documents constitute the entire understanding between the parties hereto in respect of the terms of this Note by the Holder and by the Company, superseding all negotiations, prior discussions, prior written, implied and oral agreements, preliminary agreements and understandings with the Company or any of its officers, employees or agents.

 

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of the date first set forth above.

 

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

 

By:____________________

      David M. Morse          

       CEO

 

Date: May 13, 2015

 

 

Lender:

 

 

 

______________________

Greggory Haugen

 

Date: May 13, 2015

 

 

Exhibit A

 

Notice of Conversion

 

The undersigned herby elects to convert $___________ of the principal and all of the accrued interest on the principal of the Promissory Note issued by Location Based Technologies, Inc., on ___________, 201_ being converted into shares of Common Stock of Location Based Technologies, Inc. according to the conditions set forth in such Note, as the date written below.

 

Date of Conversion: ____________________

 

 

Conversion Price: $_______

 

 

Shares To Be Delivered: ________________

 

 

 

Signature: ___________________________

 

Printed Name: Greggory Haugen

 

 

Name on the Certificate (if different from above):

 

 

Mailing Address:

 

______________________

 

 

 5

 

Exhibit 10.98

  

SECURED CONVERTIBLE PROMISSORY NOTE

  

$44,117	Orange County, CA
	June 2, 2015

                                                                                            

FOR VALUE RECEIVED, the undersigned, Location Based Technologies, Inc., a Nevada corporation (referred to herein as the “Borrower” or “Company”), hereby unconditionally promises to pay to the order of Greggory Haugen its endorsees, successors and assigns (the “Holder” or “Lender”), in lawful money of the United States the principal sum of Fourty-Four Thousand One Hundred Seventeen Dollars ($44,117).

 

1.     Terms of Repayment and Conversion.

 

a.     All amounts outstanding under this Note shall mature and become due and payable on June 2, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during the Term, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price of $0.10 per share (the “Conversion Price”). At the Maturity Date, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of of $0.10 per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

b.     The Holder may from time to time effect conversions of all or a portion of the outstanding principal amount and accrued interest of this Note by delivering the “Notice of Conversion” (attached as Exhibit A) to the Company specifying therein the principal amount of this Note to be converted. Such conversions shall be effected within ten (10) days of receipt by the Company of the Notice of Conversion. The number of shares issuable upon a conversion hereunder shall be equal to the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus any accrued but unpaid interest thereon, by (y) the Conversion Price. The Conversion Price shall be appropriately and equitably adjusted following any stock splits, stock dividends, spin-offs, distributions and similar events. The shares issued upon conversion shall be duly and validly issued, fully paid and non-assessable and, following the applicable Rule 144 holding period and compliance by the Holder with any reasonable requirements of the Company’s transfer agent to eliminate restrictions on transfer under the Securities Act of 1933, as amended, freely tradable. The Holder shall receive the stock certificate(s) within five (5) business days following the date of conversion.

 

2.     Interest Rate. This Note shall accrue interest on the principal from the date of this Note at a rate of Ten Percent (10%) per annum (the “Interest Rate”). All payments and conversions hereunder are to be applied first to the payment or satisfaction of accrued interest, and the remaining balance to the payment or satisfaction of principal. In the event of default, interest shall stop accruing when Lender takes possession of the Collateral.

 

3.     Events of Default. If any of the events of default specified in this Section shall occur, Holder may, so long as such condition continues, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company, and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice. The following shall be considered events of default:

 

a.     Default in the payment of the principal or unpaid accrued interest of this Note when due and payable;

 

 

b.     Failure to issue shares of common stock of the Company within 10 days after the Company’s receipt of a valid notice of conversion; or

 

c.     If the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction.

 

4.     Successors and Assigns: Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Note, express or implied, is intended to confer upon any party, other than the parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided herein. The Company may not assign this Note or any of the rights or obligations referenced herein without the prior written consent of Holder.

 

5.     Governing Law. This agreement is entered into in Orange County, California, and shall be construed in accordance with and governed by the laws of the State of California applicable to contracts made and to be performed in California. Further, the parties agree that venue shall rest solely and exclusively in Orange County, California, and any challenge or objection thereto is hereby waived.

 

6.      Security Interest.   This Note is secured by a security interest granted to the Lender pursuant to the Security Agreement dated January 5, 2011, by and between the Borrower and the Lender. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Lender should be entitled to, among other relief to which the Lender may be entitled hereunder or under any of the other documents executed in connection herewith or and any other agreement to which the Borrower and Lender are parties (collectively, “Loan Documents”) and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Lender to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. Immediately, upon satisfaction of this Note (either by repayment or conversion), the security interest granted to the Lender pursuant to the Security Agreement shall be released unconditionally, fully and completely.

 

7.     Notices. For the purpose of this Note, notices and all other communications provided for in this Note shall be in writing and shall be deemed to have been duly given as of the date if delivered in person or by telecopy, on the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, and if addressed to the Company then at its principal place of business, or if addressed to the Holder, then the last known address on file with the Company.

 

 

If to the Company:	Location Based Technologies, Inc.
	1 Jenner, Suite 100 Irvine, CA 92618 E-mail: dave@pocketfinder.com
If to Lender:	Greggory Haugen

 

 

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties

 

8.     Heading; References. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Note.

 

9.     Representations and Warranties. Each Party has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Note and otherwise to carry out its obligations hereunder.

 

10.   Counterparts. This Agreement may be executed in counterparts by the Company and the Lender, both of which taken together shall be deemed one original, binding on both parties, notwithstanding that all parties are not signatories to the original or the same counterpart.

 

11.   Entire Agreement. This Note and the Loan Documents constitute the entire understanding between the parties hereto in respect of the terms of this Note by the Holder and by the Company, superseding all negotiations, prior discussions, prior written, implied and oral agreements, preliminary agreements and understandings with the Company or any of its officers, employees or agents.

 

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of the date first set forth above.

 

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

 

By:____________________

      David M. Morse          

       CEO

 

Date: June 2, 2015

 

 

Lender:

 

 

 

______________________

Greggory Haugen

 

Date: June 2, 2015

 

 

Exhibit A

 

Notice of Conversion

 

The undersigned herby elects to convert $___________ of the principal and all of the accrued interest on the principal of the Promissory Note issued by Location Based Technologies, Inc., on ___________, 201_ being converted into shares of Common Stock of Location Based Technologies, Inc. according to the conditions set forth in such Note, as the date written below.

 

Date of Conversion: ____________________

 

 

Conversion Price: $_______

 

 

Shares To Be Delivered: ________________

 

 

 

Signature: ___________________________

 

Printed Name: Greggory Haugen

 

 

Name on the Certificate (if different from above):

 

 

Mailing Address:

 

______________________

 

 

 

 5

Exhibit 10.99

   

SECURED CONVERTIBLE PROMISSORY NOTE

 

 

$44,117
Orange County, CA	July 2, 2015

 

FOR VALUE RECEIVED, the undersigned, Location Based Technologies, Inc., a Nevada corporation (referred to herein as the “Borrower” or “Company”), hereby unconditionally promises to pay to the order of Greggory Haugen its endorsees, successors and assigns (the “Holder” or “Lender”), in lawful money of the United States the principal sum of Fourty-Four Thousand One Hundred Seventeen Dollars ($44,117).

 

1.     Terms of Repayment and Conversion.

 

a.     All amounts outstanding under this Note shall mature and become due and payable on July 2, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during the Term, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price of $0.10 per share (the “Conversion Price”). At the Maturity Date, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of of $0.10 per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

b.     The Holder may from time to time effect conversions of all or a portion of the outstanding principal amount and accrued interest of this Note by delivering the “Notice of Conversion” (attached as Exhibit A) to the Company specifying therein the principal amount of this Note to be converted. Such conversions shall be effected within ten (10) days of receipt by the Company of the Notice of Conversion. The number of shares issuable upon a conversion hereunder shall be equal to the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus any accrued but unpaid interest thereon, by (y) the Conversion Price. The Conversion Price shall be appropriately and equitably adjusted following any stock splits, stock dividends, spin-offs, distributions and similar events. The shares issued upon conversion shall be duly and validly issued, fully paid and non-assessable and, following the applicable Rule 144 holding period and compliance by the Holder with any reasonable requirements of the Company’s transfer agent to eliminate restrictions on transfer under the Securities Act of 1933, as amended, freely tradable. The Holder shall receive the stock certificate(s) within five (5) business days following the date of conversion.

 

2.     Interest Rate. This Note shall accrue interest on the principal from the date of this Note at a rate of Ten Percent (10%) per annum (the “Interest Rate”). All payments and conversions hereunder are to be applied first to the payment or satisfaction of accrued interest, and the remaining balance to the payment or satisfaction of principal. In the event of default, interest shall stop accruing when Lender takes possession of the Collateral.

 

3.     Events of Default. If any of the events of default specified in this Section shall occur, Holder may, so long as such condition continues, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company, and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice. The following shall be considered events of default:

 

a.     Default in the payment of the principal or unpaid accrued interest of this Note when due and payable;

 

 

b.     Failure to issue shares of common stock of the Company within 10 days after the Company’s receipt of a valid notice of conversion; or

 

c.     If the Company shall: (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction.

 

4.     Successors and Assigns: Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Note, express or implied, is intended to confer upon any party, other than the parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided herein. The Company may not assign this Note or any of the rights or obligations referenced herein without the prior written consent of Holder.

 

5.     Governing Law. This agreement is entered into in Orange County, California, and shall be construed in accordance with and governed by the laws of the State of California applicable to contracts made and to be performed in California. Further, the parties agree that venue shall rest solely and exclusively in Orange County, California, and any challenge or objection thereto is hereby waived.

 

6.      Security Interest.   This Note is secured by a security interest granted to the Lender pursuant to the Security Agreement dated January 5, 2011, by and between the Borrower and the Lender. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Lender should be entitled to, among other relief to which the Lender may be entitled hereunder or under any of the other documents executed in connection herewith or and any other agreement to which the Borrower and Lender are parties (collectively, “Loan Documents”) and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Lender to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. Immediately, upon satisfaction of this Note (either by repayment or conversion), the security interest granted to the Lender pursuant to the Security Agreement shall be released unconditionally, fully and completely.

 

7.     Notices. For the purpose of this Note, notices and all other communications provided for in this Note shall be in writing and shall be deemed to have been duly given as of the date if delivered in person or by telecopy, on the next business day, if sent by a nationally recognized overnight courier service, and on the second business day if mailed by registered mail, return receipt requested, postage prepaid, and if addressed to the Company then at its principal place of business, or if addressed to the Holder, then the last known address on file with the Company.

 

 

If to the Company:	Location Based Technologies, Inc.
	1 Jenner, Suite 100 Irvine, CA 92618 E-mail: dave@pocketfinder.com
If to Lender:	Greggory Haugen

 

 

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties

 

8.     Heading; References. The headings have been inserted for convenience only and are not to be considered when construing the provisions of this Note.

 

9.     Representations and Warranties. Each Party has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Note and otherwise to carry out its obligations hereunder.

 

10.   Counterparts. This Agreement may be executed in counterparts by the Company and the Lender, both of which taken together shall be deemed one original, binding on both parties, notwithstanding that all parties are not signatories to the original or the same counterpart.

 

11.   Entire Agreement. This Note and the Loan Documents constitute the entire understanding between the parties hereto in respect of the terms of this Note by the Holder and by the Company, superseding all negotiations, prior discussions, prior written, implied and oral agreements, preliminary agreements and understandings with the Company or any of its officers, employees or agents.

 

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, the Borrower has executed this Promissory Note as of the date first set forth above.

 

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

 

By:____________________

      David M. Morse          

       CEO

 

Date: July 2, 2015

 

 

Lender:

 

 

 

______________________

Greggory Haugen

 

Date: July 2, 2015

 

 

Exhibit A

 

Notice of Conversion

 

The undersigned herby elects to convert $___________ of the principal and all of the accrued interest on the principal of the Promissory Note issued by Location Based Technologies, Inc., on ___________, 201_ being converted into shares of Common Stock of Location Based Technologies, Inc. according to the conditions set forth in such Note, as the date written below.

 

Date of Conversion: ____________________

 

 

Conversion Price: $_______

 

 

Shares To Be Delivered: ________________

 

 

 

Signature: ___________________________

 

Printed Name: Greggory Haugen

 

 

Name on the Certificate (if different from above):

 

 

Mailing Address:

 

______________________

 

 

 

 5

Exhibit 10.100

 

CERTIFICATE OF DESIGNATION

OF

LOCATION BASED TECHNOLOGIES, INC.

 

 

Location Based Technologies, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, does hereby certify, that, pursuant to authority conferred upon the Board of Directors by the Corporation’s Articles of Incorporation and pursuant to Section 78.1955 of the Nevada Revised Statutes, the Board of Directors duly adopted resolutions:

 

RESOLVED, that the designations, powers, preferences and rights of the Series A Preferred Stock be, and they hereby are, as set forth below:

 

1.

Designation; Ranking.          A series of preferred stock is hereby designated as Series A Preferred Stock (the “Series A Preferred Stock”).

 

2.

Number.           The number of shares constituting Series A Preferred Stock is fixed at 1 share, par value $.001 per share, and such amount may not be increased or decreased except with the written consent of the holder of the issued and outstanding Series A Preferred Stock.

 

3.

Dividends.        The holders of the Series A Preferred Stock shall not be entitled to dividends, except that in the event that a dividend is declared on the Corporation’s Common Stock, par value $.001 per share (“Common Stock”), the holders of the Series A Preferred Stock shall receive the dividends that would be payable if all then outstanding shares were converted into Common Stock immediately prior to the declaration of the dividend.

 

4.

Liquidation.     In the event of the liquidation, dissolution or winding up of the Corporation, the holders of Series A Preferred Stock shall not be entitled to a liquidation preference over the holders of the Common Stock but the holder of the Series A Preferred shall share pro rata with the holders of Common Stock, as if all then outstanding shares of Series A Preferred Stock were converted into Common Stock, in any assets of the Corporation available therefor after the payment of all sums to which the holders of other classes of outstanding Preferred Stock are entitled.

 

5.

Voting.             Except as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law,  the holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of holders of Common Stock and shall be entitled to notice of any stockholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect to solely an amendment to the Corporation’s Articles of Incorporation to increase the number of Common Stock that the Corporation is authorized to issue to 450,000,000 shares, voting together with the holders of Common Stock as one class.  For so long as Series A Preferred Stock is issued and outstanding, the holder of Series A Preferred Stock shall vote together as a single class with the holders of the Corporation’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holder of Series A Preferred Stock being entitled to fifty-one percent (51%) of the total votes on an amendment to the Corporation’s Articles of Incorporation to increase the number of Common Stock that the Corporation is authorized to issue to 450,000,000 shares regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

 

 

Whenever holder of Series A Preferred Stock is required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken and signed by the holder of the outstanding Series A Preferred Stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

 

6.

Conversion.

 

(a)

Automatic Conversion. All of the outstanding shares of Series A Preferred Stock shall be automatically converted into Common Stock at the then effective Conversion Ratio, as defined below, on the close of business on the business day immediately following effectiveness of an amendment to the Corporation’s Articles of Incorporation to increase the number of Common Stock that the Corporation is authorized to issue to 450,000,000 shares (the “Conversion Date”). Each share of Series A Preferred Stock shall be convertible into one (1) share of Common Stock (the “Conversion Ratio”). Upon the conversion of the outstanding Series A Preferred Stock, there shall be no shares of Series A Preferred Stock issued and outstanding.

 

(b)

Delivery of Certificates Upon Conversion. The Corporation shall deliver to the holder promptly following the Conversion Date certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of shares of Series A Preferred Stock.

 

(c)

Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance on conversion of the Series A Preferred Stock, not less than such number of shares of Common Stock as shall be issuable upon the conversion of all outstanding shares of Series A Preferred Stock.

 

(d)

Fractional Shares. Upon conversion of the Series A Preferred Stock, the Corporation shall not be required to issue stock certificates representing fractional shares of Common Stock and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share.

 

(e)

Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to the holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the holder of such shares of Series A Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

 

7.

Adjustments.

 

(a)

Stock Dividends, Stock Splits, Reclassifications, Recapitalizations, Etc. If the Corporation, at any time as long as any shares of the Series A Preferred Stock remains outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of Common Stock, (ii) subdivides (including by way of stock split) its outstanding shares of Common Stock into a larger number of shares, (iii) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of shares of Common Stock any shares of capital stock of the Corporation, then the Conversion Ratio shall be multiplied by a fraction the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. Thereafter each share of Series A Preferred Stock shall be convertible into Common Stock based on the new Conversion Ratio.

 

 

(b)

Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares and shares owned by subsidiaries, if any) actually issued and outstanding.

 

(c)

Notice of Adjustment to Conversion Ratio. Whenever the Conversion Ratio is adjusted pursuant to this Section 5, the Corporation shall promptly mail to each holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 

(d)

Notices of Other Events. If (i) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (ii) the approval of any stockholders of the Corporation shall be required in connection with any action, including without limitation, reclassification of the Common Stock or a change in control or any Fundamental Transaction, (iii) the Corporation shall authorize the dissolution, liquidation or winding up of the affairs of the Corporation; then in each case, the Corporation shall cause to be mailed to the holders at their last addresses as they shall appear upon the stock records of the Corporation, at least 30 days prior to the applicable record or effective date, a notice stating (x) the date on which a record is to be taken for the purpose of such redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such rights or warrants are to be determined or (y) the date on which such reclassification is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, change in control or Fundamental Transaction; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice, provide such corporate action is otherwise valid.

 

(e)

Fundamental Transaction. If, at any time while the Series A Preferred Stock is outstanding, (i) the Corporation effects any merger or consolidation of the Corporation with or into another person, (ii) the Corporation effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Series A Preferred Stock, the holder shall have the right to receive, for each share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been the holder of one share of Common Stock, immediately prior to such Fundamental Transaction (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Ratio among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series A Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate with the same terms and conditions and issue to the holder new preferred stock consistent with the foregoing provisions and evidencing the holder’s right to convert such preferred stock into the Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph and insuring that this Series A Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding the foregoing or any other provisions of this Certificate, in the event that the agreement relating to a Fundamental Transaction provides for the conversion or exchange of the Series A Preferred Stock into equity or debt securities, cash or other consideration and the agreement is approved by the holders of two thirds of the then-outstanding shares of Series A Preferred Stock, then the holders of the Series A Preferred Stock shall have only the rights set forth in such agreement.

 

 

8.

Limitations Upon Disposition. The Series A Preferred Stock issuable pursuant to this Certificate and the shares of Common Stock issuable on conversion of the Series A Preferred Stock (collectively the “Securities”), if not registered by the Corporation under the Securities Act, may not be sold or offered for sale in the absence of an effective registration statement as to the Securities under the Securities Act, or an opinion of counsel satisfactory to the Corporation that such registration statement is not required. The above restrictions in this Section 6 shall be contained in a legend to be placed on each of the Series A Preferred Stock certificates at the time of issuance of the shares and a stop transfer order may be placed on such shares by the Corporation. In addition, the following language shall appear on the back of each of the Series A Preferred Stock certificates:

 

ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY’S CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE

 

9.

Additional Rights. So long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval by vote or written consent of all the outstanding shares of Series A Preferred Stock, (i) alter or change the powers, preferences, privileges, or rights of the Series A Preferred Stock, (ii) amend the provisions of this paragraph or this Certificate of Designation.

 

10.

Replacement.      Upon receipt by the Corporation of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of Series A Preferred Stock, and in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation in customary form and, in the case of mutilation, upon surrender and cancellation of such certificate, the Corporation at its expense will execute and deliver in lieu of such certificate, a new certificate of like kind, representing the number of shares of Series A Preferred Stock which shall have been represented by such lost, stolen, destroyed, or mutilated certificate.

 

11.

Notice.      Whenever notice is required to be given pursuant to this Certificate of Designations, unless otherwise provided herein, such notice shall be given at the address then set forth in the Corporation’s records.

 

 

RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Nevada law.

 

 

 

        IN WITNESS WHEREOF, the undersigned has executed this Certificate this 2nd day of July, 2015.

 

 

___________________________________ Name: Gregory Andrews Title:  Chief Financial Officer

 

Exhibit 10.101

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT II

 

 

This Second Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated August 13, 2013, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on August 13, 2013, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of One Million Dollars ($1,000,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $1,000,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on September 30, 2015 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.20 or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 1st day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 1, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 1, 2015

 

 

2

Exhibit 10.102

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated February 3, 2015, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on February 3, 2015, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of Fifty Thousand Dollars ($50,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $50,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on February 3, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 10.103

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated January 7, 2015, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on January 7, 2015, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of Fifty Thousand Dollars ($50,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $50,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on January 7, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 10.104

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated April 3, 2015, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on April 3, 2015, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of Fifty Thousand Dollars ($50,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $50,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on April 3, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 per share or 50% of the closing stock price on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 10.105

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated December 3, 2014, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on December 3, 2014, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of Eighty-Four Thousand Dollars ($84,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $84,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on December 3, 2016 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 per share or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 10.106

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated October 14, 2014, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on October 14, 2014, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of One Hundred Thousand Dollars ($100,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $100,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on October 13, 2016 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 or 50% of the closing stock price per share per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

 

Exhibit 10.107

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated September 11, 2014, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on September 11, 2014, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of One Hundred Fifty Thousand Dollars ($150,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $150,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on September 10, 2016 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 10.108

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated November 26, 2014, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on November 26, 2014, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of Two Hundred Sixteen Thousand Dollars ($216,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $216,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on November 26, 2016 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 10.109

 

SECURED CONVERTIBLE PROMISSORY NOTE

AMENDMENT I

 

 

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Secured Convertible Promissory Note dated March 9, 2015, (the “Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

 

WHEREAS, the Company is a publicly-held corporation with its common stock traded on the OTC Market under the symbol LBAS; and

 

WHEREAS, on March 9, 2015, the Company entered into a Secured Convertible Promissory Note with the Lender (as the same may from time to time be further amended, modified, supplemented or restated), in which the Lender may invest capital in the Company of Three Hundred Thousand Dollars ($300,000) in the form of secured convertible debt;

 

WHEREAS, the Parties desire to amend the Note:

 

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements of the services rendered by the Lender to the Company, the following terms and conditions hereinafter set forth shall apply, and the parties hereto covenant and agree as follows:

 

 

Subsection (a) of Section 1 titled, “Terms of Repayment and Conversion”, shall be and is hereby amended as follows:

 

a.     Upon the execution and delivery of this Note, the Holder shall disburse to the Borrower the sum of $300,000; the amount actually received by the Borrower shall be the principal amount. All amounts outstanding under this Note shall mature and become due and payable on March 9, 2017 (the "Maturity Date"), subject to any prior payment required by this Note. At the Maturity Date, or during any time after July 15, 2015, the Lender shall have the right, but not the obligation, to convert this Note into shares of the Company’s common stock at a price equal to the lower of $0.10 or 50% of the closing stock price per share on the day after the Company is given notice of the conversion by the Lender (the “Conversion Price”).

 

 

 

All other terms and conditions of the Note shall remain unchanged.

 

 

 

 

 

 

{Signature Page to Follow}

 

 

IN WITNESS WHEREOF, this amendment to the Note has been executed this 3^rd day of July, 2015.

 

Borrower:

 

 

LOCATION BASED TECHNOLOGIES, INC.

 

 

 

By: __________________________________

          David M. Morse, CEO          

 

 

Date: July 3, 2015

 

Lender:

 

 Greggory Haugen

 

 

By: _____________________________

  Greggory S. Haugen     

 

Date:     July 3, 2015

 

 

2

Exhibit 21.1

 

List of Subsidiaries

 

Location Based Technologies, Ltd. – an England and Wales private limited company

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13(a)-14(a)/15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 I, David M. Morse, certify that:

 

1.           I have reviewed this Form 10-Q of Location Based Technologies, Inc. (the “Registrant”);

 

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4.           The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

 

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)         Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)         Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.           The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated:  July 14, 2015	By:	/s/ David M. Morse
		David M. Morse President and Chief Executive Officer

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13(a)-14(a)/15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Gregory Andrews, certify that:

 

1.           I have reviewed this Form 10-Q of Location Based Technologies, Inc. (the “Registrant”);

 

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4.           The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

 

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)         Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)         Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.           The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated:  July 14, 2015	By:	/s/ Gregory Andrews
		Gregory Andrews
		Chief Financial Officer

 

Exhibit 32.1

 

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

I, David M. Morse, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Location Based Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

 

Date:  July 14, 2015	By:	/s/ David M. Morse
		Name: David M. Morse
		President and Chief Executive Officer

 

I, Gregory Andrews, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report of Location Based Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

 

Date:  July 14, 2015	By:	/s/ Gregory Andrews
		Gregory Andrews
		Chief Financial Officer