Leatt Corp: Exhibit 10.14 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

between

Leatt Corporation 
(the "Company") 

and 

Innovate Services Limited 
(the "Consultant")






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	1. 	
      PREAMBLE 

      WHEREAS

	 	 	 
		1.1. 	
      The Company is an innovator and producer of protective
      helmets, neck and knee braces and other protective sporting apparel, with
      its registered address in the United States of America being c/o Two
      Eleven Distribution LLC, 26475 Summit Circle, Santa Clarita, California
      91350.

	 	 	 
		1.2. 	
      The Consultant is a Republic of Seychelles limited
      investment and holding company with its registered address being c/o Dale
      International Trust Company (Seychelles), Orion Complex, Room 107,
      Victoria, Mahé, Seychelles.

	 	 	 
		1.3. 	
      Dr. Christopher Leatt, the founder and chairman of the
      Board of Directors of the Company, desires to resign his position as the
      head of the Company's research and development department in order to
      expand his research and development activities through employment with the
      Consultant.

	 	 	 
		1.4. 	
      The Company desires to continue benefitting from the
      expertise of Dr. Leatt for certain services related to the Business and
      described in more detail in Clause 5 of this Agreement (the "Services"),
      by retaining the Consultant to provide the Services as defined in Clause 5
      hereof to the Company.

	 	 	 
		1.5. 	
      The Consultant is willing to cause Dr. Leatt to provide
      the Services to the Company as set out at Clause 5 of this
    Agreement.

	 	 	 
		
      NOW, THEREFORE, in consideration of the mutual
      benefits to be derived and the representations herein contained and
      intending to be legally binding the Parties hereby agree as
  follows:

	 	 	 
	2. 	
      DEFINITIONS

	 	 	 
		
      Unless such meaning is inconsistent with the context, the
      following terms shall throughout this Agreement have the meanings
      respectively ascribed to them, namely:




		2.1. 	"Agreement" 	
      shall mean this agreement and all the annexures and
      schedules thereto inclusive; 

	 	 	 	
       

		2.2. 	"Arbitrable Dispute" 	
      shall mean any Dispute which is not resolved in
      accordance with Clause 12 of this Agreement; 

	 	 	 	
       

		2.3. 	"Arbitration Rules" 	
      shall mean the Commercial Arbitration Rules of the
      American Arbitration Association (AAA); 

	 	 	 	
       

		2.4. 	"Company" 	
      shall mean Leatt Corporation, a Nevada corporation, with
      its registered offices in the United States of America located at c/o Two Eleven Distribution LLC, 26475 Summit
      Circle, Santa Clarita, California 91350;









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		2.5. 	"Consultant" 	
      shall mean Innovate Services Limited, c/o Dale
      International Trust Company (Seychelles), Orion Complex, Room 107,
      Victoria, Mahé, Seychelles; 

				
      

		2.6. 	"Dispute" 	
      shall mean any claim, dispute or difference of whatever
      nature arising under, out of or in connection with this Agreement
      (including any claim, dispute or difference regarding the existence,
      termination or validity of this Agreement); 

				
      

		2.7. 	"Dispute Notice" 	
      shall mean a written notice by one Party to the other
      Party declaring the existence of a Dispute; 

				
      

		2.8. 	"Effective Date" 	
      shall mean May 15, 2015; 

				
      

		2.9. 	"Expenses" 	
      shall mean for the purposes of this Agreement, all direct
      and indirect costs of any type or nature whatsoever (including, without
      limitation, any fees and disbursements of an indemnitee's counsel,
      accountants and other experts and other out-of-pocket costs) actually and
      reasonably incurred by an indemnitee in connection with the investigation,
      preparation, defense or appeal of a Proceeding; provided, however, that
      Expenses shall not include judgments, fines, penalties or amounts paid in
      settlement of a Proceeding; 

				
      

		2.10. 	"Parties" 	
      shall mean both the Company and the Consultant;


				
      

		2.11. 	"Party" 	
      shall mean either one of the Company or the Consultant as
      applicable; 

				
      

		2.12. 	"Proceeding" 	
      shall mean for the purposes of this Agreement, any
      threatened, pending or completed action or proceeding, whether civil,
      criminal, administrative or investigative (including any action or
      investigation brought by relevant tax or banking authorities, or an action
      brought by or in the right of the Company) in which an indemnitee may be
      or may have been involved as a party or otherwise, by reason of an
      indemnifying party's breach of the terms and provisions of this Agreement
      and/or its breach of the representations and warranties thereunder; and
      



		
      2.13. 
	
      "Services" 
	
      shall mean the assistance provided to the Company by the
      Consultant as set out at Clause 5 below. 








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	3. 	
      APPOINTMENT AND DURATION

	 	 	 	 
		3.1. 	
      The Company hereby appoints the Consultant as its
      exclusive independent Consultant, to assist the Company in achieving its
      objectives and performing the duties set out at Clause 5 below.

	 	 	 	 
		3.2. 	
      The Consultant hereby duly accepts its appointment as the
      Company's exclusive Consultant in accordance with the terms
  hereof.

	 	 	 	 
		3.3. 	
      The Consultant understands and agrees that its
      appointment hereunder is dependent on its employment of Dr. Leatt; that
      only Dr. Leatt may perform the Services provided for under this Agreement;
      and that, with the exception of one or more assistants personally
      assisting Dr. Leatt in his specific performance of the Services,
      performance of the Services by any other person, without mutual written
      agreement of the Parties shall render this Agreement null and
  void.

	 	 	 	 
		3.4. 	
      The period during which this Agreement shall be in force
      shall be from the Effective Date, until termination in accordance with
      Clause 14 of this Agreement.

	 	 	 	 
	4. 	
      CLOSING

	 	 	 	 
		4.1. 	
      The closing (the "Closing") shall take place on
      the date of the execution of this Agreement at such time or place as the
      parties may agree upon.

	 	 	 	 
		4.2. 	
      At the Closing, the Consultant shall deliver to the
      Company the following:

	 	 	 	 
			4.2.1. 	
      An executed employment or consulting agreement between
      the Consultant and Dr. Christopher Leatt for a period that is no less than
      the term hereof;

	 	 	 	 
			4.2.2. 	
      The Side Letter Agreement, between the Company and Dr.
      Christopher Leatt, dated of even date herewith;

	 	 	 	 
			4.2.3. 	
      The Director Agreement, between the Company and Dr.
      Christopher Leatt, dated of even date herewith;

	 	 	 	 
			4.2.4. 	
      A legal opinion under the laws of the Republic of
      Seychelles, to be delivered to the Company at the expense of the
      Consultant, regarding the validity of the Consultant's representations and
      warranties set forth in Clauses 10.2 and 10.3 hereof; and

	 	 	 	 
			4.2.5. 	
      A certificate of an officer or director of the Consultant
      regarding the due authority of the Consultant to enter this Agreement and
      the validity of the Consultant's representations and
warranties set forth in Clauses 10.4 hereof, in the form attached hereto as
Exhibit A. 








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	 	4.3. 	
      As a condition precedent to the Closing, the Company will
      obtain the written confirmation of independent counsel, at the expense of
      the Company, that any portion of fees paid to the Consultant and
      ultimately received as compensation by Dr. Leatt hereunder, does not
      impose on the Company any regulatory obligations or liability under
      applicable taxation and banking laws of the Republic of South
    Africa.




	5. 	
      OBLIGATIONS OF THE CONSULTANT

	 	 	 	 
		5.1. 	
      The Consultant shall provide the following Services to
      the Company:

	 	 	 	 
			5.1.1. 	
      Consulting services with respect to innovation of new
      biomedical products or the further development of existing
  products;

	 	 	 	 
			5.1.2. 	
      Consulting services with respect to the marketing, sale
      and distribution of products in 5.1.1 above;

	 	 	 	 
			5.1.3. 	
      Management of all research and development activities of
      the Leatt Lab, including but not limited to consultation on product
      development and quality control functions;

	 	 	 	 
			5.1.4. 	
      Bringing to market innovative, revolutionary products
      that represent potential future growth areas for the Company;

	 	 	 	 
			5.1.5. 	
      Management of timelines and deliverables from the Leatt
      Lab in accordance with the Company's product development plan;

	 	 	 	 
			5.1.6. 	
      Management of all international product certifications
      relating to Leatt Lab products and homologation in connection with
      organizations including but not limited to CE, FlA, FlM and CIK;

	 	 	 	 
			5.1.7. 	
      Development and management of relationships with all
      relevant international sporting bodies relating to Leatt Lab
    products;

	 	 	 	 
			5.1.8. 	
      Management of all communication with outside academic and
      research institutes relating to Leatt Lab products;

	 	 	 	 
			5.1.9. 	
      Act as chief witness in product liability
  cases;








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	 	5.1.10. 	
      Investigation and presentation of new research and
      development business opportunities for the Company to promote revenue
      growth;




	 	5.2. 	
      The Consultant hereby further undertakes to provide any
      other services to the Company as the latter may from time to time require
      it to perform in order to assist and help the Company in attaining its
      objectives. Any such additional services and payments provided by the
      Consultant thereof will be mutually agreed between the Parties and reduced
      in writing.

	 	 	 
	 	5.3. 	
      The Consultant shall provide the Services to the Company
      using the degree of care, skill, diligence and competence expected from a
      professional in such a field, working in good faith and in the best
      commercial interests of the Company.

	 	 	 
	 	5.4. 	
      The Consultant agrees that it shall fulfill its
      obligations under this Agreement, and in particular, in respect of the
      Services it is to provide to the Company, in the manner agreed with the
      Company.

	 	 	 
	 	5.5. 	
      The Company shall assign jobs, projects or tasks to the
      Consultant through emails which will contain full instructions and
      necessary information for the completion of such jobs, tasks or projects.
      Those writings will be deemed to be appendices to the present
      Agreement.

	 	 	 
	 	5.6. 	
      The Consultant shall provide the Company with supporting
      documentation, including but not limited to updates, reports and invoices
      for each and every project for which the Consultant has provided Services
      to the Company, on a timely basis and as and when required by the
      Company.

	 	 	 
	 	5.7. 	
      The Consultant acknowledges that it will work with the
      Company on the basis of a monthly retainer. Work will be assigned to them
      as and when the Company deems necessary and that this Agreement imposes no
      obligation on the Company, and does not commit the Company, to provide
      continuous additional projects to the Services over and above the retainer
      services and fee.

	 	 	 
	 	5.8. 	
      In the event that the performance by the Consultant of
      any of the agreed Services under this Agreement is considered to be
      unsatisfactory by the Company, the Services shall, upon written Notice
      from the Company of such unsatisfactory performance, and at the own
      expenses of the Consultant, take all such necessary remedial actions and
      measures to render the Services satisfactory.

	 	 	 
	 	5.9. 	
      The Consultant shall be responsible for the payment of
      all taxes and duties which may be applicable to the Consultant by reason
      of the performance of its obligations under this Agreement.

	 	 	 
	 	5.10. 	
      The Consultant agrees that it shall not perform services
      similar to the Services provided hereunder for any current or future,
      direct or indirect competitor of the Company or any similar company.
      Furthermore, the Consultant agrees that it
shall not solicit any current or future employees of the
      Company for employment with the Consultant or any other entity with which
      he is currently or may become affiliated.








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	 	5.11. 	
      For the avoidance of doubt, the Consultant understands
      and agrees that any and all Intellectual Property generated in connection
      with the Services provided hereunder shall be the sole property of the
      Company; and the Consultant, and any of its employees, agents and partners
      as the case may be, shall cause the execution and delivery of any and all
      documents necessary to immediately transfer and/or assign the ownership of
      any such generated Intellectual Property to the
Company.




	6. 	
      OBLIGATIONS OF THE COMPANY

	 	 	 
		6.1. 	
      The Company shall communicate to the Consultant all
      necessary information for the due performance of the Services under this
      Agreement.

	 	 	 
		6.2. 	
      The Company acknowledges that, since the Effective Date,
      the Consultant has already started providing the Services to the Company
      and that, for such the Services which have already been provided, fees are
      to be reconciled and paid to the Consultant.

	 	 	 
	7. 	
      FEES AND PAYMENT TERMS

	 	 	 
		7.1. 	
      For and in consideration of the Services to be provided
      under Clause 5 of this Agreement, excluding any additional services that
      the Consultant may from time to time be required to perform by the
      Company, the Consultant shall be paid a retainer fee of USD 35,639.00
      (thirty-five thousand six hundred and thirty nine United States Dollars)
      per month.

	 	 	 
		7.2. 	
      Payment to the Consultant hereunder will commence as at
      the Closing and will continue through the term of this Agreement. Such
      payment shall be retroactive to the Effective Date, which is the inception
      date of the Consultant.

	 	 	 
	8. 	
      CONFIDENTIALITY

	 	 	 
		8.1. 	
      The Consultant acknowledges that during the performance
      of the Services under this Agreement, the Consultant will have access to,
      and become acquainted with, various trade secrets, inventions,
      innovations, processes, information, records and specifications owned or
      licensed by the Company and/or used by the Company in connection with the
      operation of its respective businesses, including but not limited to
      business and product processes, methods, customer lists, accounts and
      procedures and will conceive discoveries, developments
  and innovations during the performance of the Services under
      this Agreement ("Intellectual Property").








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	 	8.2. 	
      The Consultant agrees not to disclose the Intellectual
      Property of the Company, whether directly or indirectly, or use it in any
      manner, either during the term of this Agreement or at any time
      thereafter, except as required in the performance of the Services under
      this Agreement.

	 	 	 
	 	8.3. 	
      All files, records, documents, blueprints,
      specifications, information, letters, notes, media lists, original
      artwork/creative, notebooks, and similar items relating to the business of
      the Company, whether prepared by the Consultant or otherwise coming into
      the possession of the Consultant, shall remain the exclusive property of
      the Company, as applicable (the "Materials").

	 	 	 
	 	8.4. 	
      Any and all Intellectual Property generated in connection
      with the Services provided hereunder shall be the sole property of the
      Company in accordance with Clause 5.11. The Consultant shall not retain
      the Intellectual Property or the Materials of the Company without the
      prior written permission of the Company.

	 	 	 
	 	8.5. 	
      This restriction shall continue to apply after the
      expiration or termination of this Agreement without limit in point of time
      but shall cease to apply to secrets or information which comes into the
      public domain through no fault of the
Consultant.




	9. 	
      INDEMNITY

	 	 	 
		9.1. 	
      The Consultant agrees to indemnify and hold harmless the
      Company and each of its officers and directors, against loss or damage to
      the Company or any third party, arising out of the Consultant's breach of
      any representation or warranty under Clause 10 of this Agreement.
      Specifically, the Consultant shall indemnify the Company against Expenses,
      judgments, fines, penalties or amounts paid in settlement, actually and
      reasonably incurred by the Company in connection with a Proceeding if the
      Company acted in good faith and in a manner the Company reasonably
      believed to be in the best interests of the Company and its
      Stockholders.

	 	 	 
		9.2. 	
      The Company shall indemnify the Consultant against any
      loss or damage to any third party arising out of the commission of the
      Company's breach of the terms of this Agreement. For the avoidance of
      doubt, any breach of this Agreement shall not be deemed to be a breach of
      the Company by virtue of Dr. Leatt’s position as a director of the
      Company.

	 	 	 
		9.3. 	
      Expenses incurred by an indemnified party hereunder, in
      defending and investigating any Proceeding shall be paid by the
      indemnifying party in advance of the final disposition of such
Proceeding within 30 days after receiving from the indemnified party the copies
of invoices presented to it for such Expenses.








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	10. 	
      CONSULTANT REPRESENTATIONS AND
WARRANTIES

	 	 	 
		
      The Consultant represents and warrants to the Company
      that:

	 	 	 
		10.1. 	
      The Consultant is an independent service provider and
      that nothing in this Agreement shall render the Consultant, or any of its
      employees, to be an employee, agent or partner of the Company, and the
      Consultant will not hold itself out as such;

	 	 	 
		10.2. 	
      The Consultant has been duly and validly incorporated and
      has the proper approvals, authorizations and license to provide the
      Services under the laws of the Republic of Seychelles;

	 	 	 
		10.3. 	
      The execution, delivery and performance of this Agreement
      do not and will not infringe the provisions of any agreement and law,
      regulation or similar enactment to which the Consultant is subject,
      including but not limited to the laws of the Republic of
  Seychelles;

	 	 	 
		10.4. 	
      During the due diligence review period, the Consultant
      has provided complete and accurate information on itself, its officers and
      directors and its ultimate owners and/or beneficiaries, and that it shall
      inform the Company forthwith of any change in the information
    provided.

	 	 	 
	11. 	
      GOVERNING LAW

	 	 	 
		11.1. 	
      Subject to the dispute resolution provisions of Clause 12
      below, all questions concerning the construction, validity, enforcement
      and interpretation of this Agreement shall be governed by and construed
      and enforced in accordance with the laws of the State of Nevada without
      giving effect to choice of law principles or conflict of laws provisions
      thereof. The parties hereby irrevocably consent and submit to the
      jurisdiction of the state and federal courts located in the State of
      Nevada for all purposes, including the enforcement of a judgement of an
      arbitration award resulting from any arbitration pursuant
hereto.

	 	 	 
		11.2. 	
      Each of the parties hereby waives, and agrees not to
      assert against each other, or any successor assignee thereof, by way of a
      motion, as a defense, or otherwise, in any such suit, action or
      proceeding, (1) any claim that it is not personally subject to the
      jurisdiction of the above-named courts or to an arbitration proceeding
      hereunder, and (ii) to the extent permitted by applicable law, any claim
      that such arbitration proceeding or proceedings relating to the
      enforcement of an arbitration award is in an inconvenient forum or that
      the venue of any such proceeding is improper, or that judgement upon an
      arbitration award may not be entered in any such courts.








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	 	11.3. 	
      In the event that any dispute among the parties to this
      Agreement should result in litigation, the prevailing party in such
      dispute shall be entitled to recover from the losing party all fees, costs
      and expenses of enforcing any right of such prevailing party under or with
      respect to this Agreement, including without limitation, such reasonable
      fees and expenses of attorneys and accountants, which shall include,
      without limitation, all fees, costs and expenses of
  appeals.




	12. 	
      DISPUTE RESOLUTION

	 	 	 	 
		12.1. 	
      The parties hereby agree that all claims and disputes
      arising under or relating to this Agreement shall be settled by binding
      arbitration in the State of Nevada or another location mutually agreeable
      to the parties. The arbitration shall be conducted pursuant to the
      Commercial Arbitration Rules of the American Arbitration Association. Any
      decision or award as a result of any such arbitration proceeding shall be
      in writing and shall provide an explanation for all conclusions of law and
      fact and shall include the assessment of costs, expenses, and reasonable
      attorneys' fees. The arbitrator’s decision shall be final and binding and
      judgment may be entered thereon by a court of competent jurisdiction. Any
      such arbitration shall be conducted by an arbitrator experienced in the
      protective gear or similar industry and shall include a written record of
      the arbitration hearing. The parties reserve the right to object to any
      individual who shall be employed by or affiliated with a competing
      organization or entity. An award of arbitration may be confirmed in a
      court of competent jurisdiction.

	 	 	 	 
			12.1.1. 	
      In the event of any dispute or difference arising between
      the Parties hereto relating to, or arising out of, this Agreement,
      including the implementation, execution, interpretation, rectification,
      termination or cancellation of this Agreement, the Parties shall forthwith
      meet to attempt to settle such dispute or difference after a Dispute
      Notice has been served on the other Party.

	 	 	 	 
			12.1.2. 	
      Failing such settlement within a period of 14 (fourteen)
      days, the said dispute or difference will be considered an Arbitrable
      Dispute and shall be submitted to the AAA for resolution in accordance
      with its Arbitration Rules, by one (1) arbitrator appointed by the
    AAA.

	 	 	 	 
			12.1.3. 	
      The Parties to the arbitration undertake to keep the
      arbitration, including the subject matter of the arbitration and the
      evidence heard during the arbitration, confidential and not to disclose it
      to anyone except for the purposes of an order to be made
hereunder, or in connection with the Company’s disclosure obligations as a U.S.
public reporting company. 








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	 	12.2. 	
      In the event a party fails to proceed with arbitration,
      unsuccessfully challenges the arbitrator’s award, or fails to comply with
      arbitrator’s award, the other party is entitled of costs of suit including
      a reasonable attorney’s fee for having to compel arbitration or defend or
      enforce the award.

	 	 	 
	 	12.3. 	
      Notwithstanding anything to the contrary anywhere else in
      this Agreement, nothing in this clause shall preclude any party to the
      arbitration from seeking interlocutory relief in any Court having
      jurisdiction pending the institution of appropriate proceedings for the
      enforcement of any rights under this
Agreement.




	13. 	
      NOTICES

	 	 	 	 
		13.1. 	
      Any notices to be given to the Parties in terms of this
      Agreement shall be in writing and delivered by hand during ordinary
      business hours or sent by email during normal business hours to the
      addresses mentioned hereunder, which respective addresses the parties
      choose as their domicile addresses for the delivery or service of
      all notices, communications or legal processes arising out of this
      Agreement:

	 	 	 	 
			
      Company:

	 	 	 	 
			
      Leatt Corporation 
c/o Two Eleven Distribution LLC
      
26475 Summit Circle, Santa Clarita 
California 91350, United States
      of America 
Email: lara@leatt.com

	 	 	 	 
			
      Consultant:

	 	 	 	 
			
      Innovate Services Limited 
c/o Dale International
      Trust Company (Seychelles) 
Orion Complex, Room 107, Victoria, Mahé,
      Seychelles 
Emails: consulting@ivsl.mu and Shazaad@lcabelheim.com

      or such other address as either party may choose by
      written notice to the other from time to time.

	 	 	 	 
		13.2. 	
      Every notice shall be deemed to have been properly
      given:

	 	 	 	 
			13.2.1. 	
      if delivered by hand, on the date of delivery;

	 	 	 	 
			13.2.2. 	
      if sent to a party at its email address, (in the absence
      of proof to the contrary) on the date of transmission where it is
      transmitted during normal business hours of the receiving instrument, and
      on the next business day where it is transmitted
outside those business hours, in either event provided that it has been
confirmed by registered letter posted no later than the business day immediately
following the date of transmission. 








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	14. 	
      TERMINATION

	 	 	 
		14.1. 	
      Every party shall have the right to terminate this
      Agreement upon 6 months' prior written notice served on the other
      party.

	 	 	 
		14.2. 	
      The Agreement shall terminate immediately without notice
      upon material breach of this Agreement by any of the Parties. For the
      avoidance of doubt, the Agreement shall be terminated immediately without
      notice if at any time the Services performed by the Consultant hereunder
      cease to be performed by Dr. Christopher Leatt as contemplated
    herein.

	 	 	 
		14.3. 	
      Termination of this Agreement for whatsoever reason shall
      not affect the accrued rights of the Parties arising in any way out of
      this Agreement as at the date of the termination thereof and, in
      particular but without limitation, the right to recover damages against
      the other.

	 	 	 
		14.4. 	
      The invalidity or nullity of any one of the provisions of
      this Agreement shall not result in any of the other provisions of this
      Agreement being invalidated or rendered void.

	 	 	 
		14.5. 	
      The obligations of confidentiality by the Parties and
      fees and commissions accrued prior to termination by the Parties under
      this Agreement shall survive the expiry or the termination of this
      Agreement, except in connection with the Company’s disclosure obligations
      as a U.S. public reporting company.

	 	 	 
		14.6. 	
      Upon completion of the Services to be provided under this
      Agreement, or upon termination of this Agreement, the Consultant shall
      deliver to the Company, as applicable, all papers and other materials
      belonging to the Company and any materials produced during the course of
      delivery of the Services;

	 	 	 
		14.7. 	
      All Intellectual Property developed or received during
      the term of this Agreement shall be transferred and remitted to the
      Company as provided at Clause 5.11 of this Agreement.

	 	 	 
	15. 	
      SUPPORT

	 	 	 
		15.1. 	
      The Parties undertake to do all things and to sign all
      documentation, as may be necessary from time to time, so as to give effect
      to the provisions of this Agreement.








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	 	15.2. 	
      Whilst the relationship between the Parties is not one of
      a partnership, the Parties nevertheless undertake to act in the utmost
      good faith to each other as would be expected and required by
    partners.




	16. 	
      GENERAL

	 	 	 
		16.1. 	
      This Agreement, together with the separate written
      agreements referenced herein, constitutes the entire agreement between the
      Parties in respect of the subject matter thereof, and no representation by
      either of the Parties, whether made prior or subsequent to the signing of
      this Agreement, shall be binding on either of the Parties unless in
      writing and signed by both the Parties hereto.

	 	 	 
		16.2. 	
      No variation, alteration or consensual cancellation of
      this Agreement or any of the terms thereof, shall be of any force or
      effect, unless in writing and signed by the Parties hereto.

	 	 	 
		16.3. 	
      No waiver or abandonment by either party of any of its
      rights in terms of this Agreement shall be binding on that party, unless
      such waiver or abandonment is in writing and signed by the waiving
      party.

	 	 	 
		16.4. 	
      No indulgence, extension of time, relaxation or latitude
      which any party ("the Grantor") may show, grant or allow to another ("the
      Grantee") shall constitute a waiver by the Grantor of any of the Grantor's
      rights and the Grantor shall not thereby be prejudiced or estopped from
      exercising any of its rights against any Grantee which may have arisen in
      the past or which might arise in the future.

	 	 	 
		16.5. 	
      Unless the context indicates otherwise the rights and
      obligations of any party arising from this Agreement shall devolve upon
      and bind its successors-in-title.

	 	 	 
		16.6. 	
      Prior drafts of this Agreement shall not be admissible in
      any proceedings as evidence of any matter relating to any negotiations
      preceding the signature of this Agreement.

	 	 	 
		16.7. 	
      Except with respect to the Company’s disclosure
      obligations as a U.S. public reporting company, and its disclosures to its
      advisors and other agents, the Parties agree to keep the terms of their
      relationship and the terms and conditions contained in this Agreement
      confidential and not to disclose any such matters to any other person
      without the prior written consent of the other of them.

	 	 	 
		16.8. 	
      In the event that any of the provisions of this Agreement
      are found to be invalid, unlawful, or unenforceable such terms shall be
      severable from the remaining terms, which shall continue to be valid and
      enforceable.

	 	 	 
		16.9. 	
      This Agreement may be executed by facsimile or email and
      in multiple counterparts, each of which shall be considered an original
      instrument, but all of which shall be considered one and the same
      agreement.








	14 | P a g
      e 



	 	16.10. 	
      In this Agreement unless the context otherwise requires:
      the singular shall import and include the plural and vice versa; words
      indicating one gender shall import and include other genders; words
      indicating natural persons shall import and include artificial persons;
      and the headnotes to this Agreement are used for the sake of convenience
      only and shall not govern the interpretation of the clause to which they
      relate.



[SIGNATURE PAGE FOLLOWS] 




THUS DONE AND SIGNED at on this 15th day of May 2015 in the
presence of the undersigned witnesses. 

	 	LEATT CORPORATION 
	 	  
	 	  
	 	By:
      /s/ Sean Macdonald 
	 	Name: Sean Macdonald 
	 	Title: Chief Executive Officer



THUS DONE AND SIGNED on this 15th day of May 2015 in the
presence of the undersigned witnesses. 

	 	INNOVATE SERVICES LIMITED 
	 	  
	 	  
	 	By:
      /s/ Aziza Housna Banon Moraby 
	 	Name: Ms. Aziza Housna Banon Moraby 
	 	Title: Director 






EXHIBIT A 
Form of Officer’s
Certificate 
(See attached) 




INNOVATE SERVICES LIMITED 

Director’s Certificate 

     Reference is hereby made to that
certain Consulting Agreement (the “Agreement”), dated as of the 15th day
of May, 2015, by and among Innovate Services Limited, a Seychelles Company (the
“Company”) and Leatt Corporation (“Leatt”) a United States Company. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement. 

Pursuant to Clause 4.2.5 of the
Agreement, the undersigned Director of the Company hereby certifies, in her
capacity as the sole director of the Company as follows: 

	 	1. 	
      The representations and warranties of the Company made in
      the Agreement or in any document delivered pursuant thereto, are true and
      correct in all material respects, as of the date hereof, with the same
      force and effect as if such representations and warranties were made as of
      the date hereof.

	 	 	 
	 	2. 	
      The Company has performed and complied with, in all
      material respects, all of the covenants and obligations that are required
      by the Agreement to be performed or complied with by the Company prior to
      the date hereof.

	 	 	 
	 	3. 	
      During the due diligence review period, the Consultant
      has provided complete and accurate information on itself, its directors,
      members and its ultimate owners and/or beneficiaries, and that it shall
      inform the Company forthwith of any change in the information
    provided.



[Signature Page Follows] 




     IN WITNESS WHEREOF, the
undersigned have executed this Director’s Certificate as of this 15th day of
May, 2015. 

	 	INNOVATE SERVICES LIMITED 
	 	  	  
	 	  	  
	 	  	  
	 	By: 	/s/
      Aziza Moraby 
	 	  	Name: Ms. Aziza Moraby 
	 	  	Title: Director 


[Signature Page to Innovate Director’s Certificate]





AMENDMENT NO. 1 

CONSULTING AGREEMENT 

     This AMENDMENT NO. 1 TO
CONSULTING AGREEMENT, effective as of January 1, 2018 (this “First
Amendment”), is by and between Leatt Corporation, a Nevada corporation (the
“Company”) and Innovate Services Limited (the “Consultant”). Each
of the parties hereto are referred to as a “Party” and collectively as
the “Parties.” Capitalized terms used, but not otherwise defined, herein
have the meanings ascribed to such terms in the Original Agreement (as defined
below).

BACKGROUND 

     The Parties entered into a
Consulting Agreement, dated as of June 23, 2015, pursuant to which the
Consultant agreed to provide certain consulting services to the Company as set
forth therein (the “Original Agreement”). The Parties now desire to enter
into this First Amendment to the Original Agreement as more specifically set
forth herein.

AGREEMENT 

     NOW, THEREFORE, in consideration
of the mutual promises of the Parties, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:

     1. Amendment to Section 7(Fees
and Payment Terms): Section 7 of the Original Agreement is deleted in its
entirety and in lieu thereof the following provision is inserted: 

	 	7. 	
      FEES AND PAYMENT TERMS

	 	 	 	 
	 		7.1 	
      For and in consideration of the Services to be provided
      under Clause 5 of this Agreement, excluding any additional services that
      the Consultant may from time to time be required to perform by the
      Company, the Consultant shall be paid a retainer fee of Thirty-Eight
      Thousand and Sixty-Two United States Dollars (USD $38,062.00) per
      month.



     2. Agreement. In all other
respects, the Original Agreement shall remain in full force and effect.

     3. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

[Remainder of Page Left Blank Intentionally; Signature Page
Follows]




     IN WITNESS WHEREOF, the Parties
have executed this First Amendment to the Original Agreement as of the date
first above written.

	Company: 	LEATT CORPORATION 
	  	  
	  	  
	  	By:
      /s/ Sean Macdonald 
	  	Sean Macdonald 
	  	Chief Executive Officer 
	  	  
	  	Address: 
	  	Leatt Corporation 
	  	50 Kiepersol Drive, Atlas Gardens 
	  	Contermanskloof Road 
	  	Durbanville, Western Cape 
	 	7441, South
  Africa  
	  	  
	  	  
	  	  
	 Consultant: 	INNOVATE SERVICES LIMITED 
	  	  
	  	  
	  	By:
      /s/ David Charles Axten 
	  	Name: David Charles Axten 
	  	Title: Director 
	  	  
	  	Address: 
	  	c/o Dale International Trust Company
      (Seychelles) 
	  	Orion Complex, Room 107 
	  	Victoria, Mahé, Seychelles 


Amendment No. 1 to Consulting Agreement