Leatt Corporation - Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2

NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK

ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS

WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF

THIS WARRANT MAY NOT BE OFFERED, SOLD, OR OTHERWISE

TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES

LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS 

  OF THOSE LAWS. 

ANY INVESTMENT IN THE COMPANY SECURITIES IS HIGHLY RISKY

THE COMPANY’S COMMON STOCK IS QUOTED ON THE OTC GREY

MARKET BUT HAS NO ACTIVE MARKET MAKERS

  THE COMPANY IS ALSO A START-UP CONCERN 

LEATT CORPORATION, A NEVADA CORPORATION 
COMMON
STOCK, $0.001 PAR VALUE, PURCHASE WARRANT 

  (“WARRANT”) 

	No. 2008-20 	February 29 , 2008 


Leatt Corporation, a Nevada corporation (the “Company”),
hereby certifies that Rubenstein Investor Relations, Inc., its
permissible transferees, designees, successors and assigns (collectively, the
“Holder”), for value received, is entitled to purchase from the Company at any
time commencing after the date of issuance of this Warrant (“Issuance Date”),
and terminating on the fifth (5th) anniversary of the date of this
Warrant (the “Termination Date”) up to ONE HUNDRED THOUSAND (100,000) shares
(each, a “Share” and collectively the “Shares”) of the Company’s Common Stock,
$.001 par value per Share (the “Common Stock”), at an exercise price per Share
equal to TWENTY CENTS ($0.20) (the “Exercise Price”). The number of Shares
purchasable hereunder and the Exercise Price are subject to adjustment as
provided in Section 4 hereof. The Issuance Date of this Warrant shall be
February 29, 2008.

1. Method of Exercise; Payment. 

(a) Cash Exercise. The purchase rights represented by this
Warrant may be exercised by the Holder, in whole or in part, at any time, or
from time to time, commencing on the Issuance Date and terminating on the
Termination Date by the surrender of this Warrant (with the notice of exercise
form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at
the principal office of the Company, and by payment to the Company of an amount
equal to the Exercise Price multiplied by the number of the Shares being
purchased, which amount may be paid, at the election of the Holder, by (i) wire
transfer 

1 




or certified check payable to the order of the Company, (ii)
cancellation by the Holder of indebtedness or other obligations of the Company
to the Holder or (iii) a combination of (i) and (ii). The person or persons in
whose name(s) any certificate(s) representing Shares shall be issuable upon
exercise of this Warrant shall be deemed to have become the holder(s) of record
of, and shall be treated for all purposes as the record holder(s) of, the Shares
represented thereby (and such Shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. 

(b) Net Issue Exercise. In lieu of exercising this Warrant
pursuant to Section l (a) hereof, the Holder may elect to receive a number of
Shares equal to the value (as determined below) of such portion of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company together with the Notice of Cashless Exercise
annexed hereto as Exhibit C duly executed; provided that the Net Issue Exercise
set forth in this Section 1(b) is subject to adjustments set forth in Section 4
of this Warrant. In such event, the Company shall issue to the Holder a number
of Shares computed using the following formula: 

	X 	= 	
      Y (A-B) 

	  	  	
          A 

			
	Where X 	= 	
      the number of Shares to be issued to the Holder.
  

	  	  	
       

	Y 	= 	
      the number of Shares subject to this Warrant or, if only
      a portion of this Warrant is being exercised, the portion of the Warrant
      being canceled (at the time of such calculation). 

	  	  	
       

	A 	= 	
      the fair market value of one share of the Company’s
      Common Stock (at the date of such calculation). 

	  	  	
       

	B 	= 	
      the Exercise Price (as adjusted to the date of such
      calculation). 



(c) Fair Market Value. For purposes of this Section 1, the fair
market value of the Company’s Common Stock shall mean: 

          (i) The
average of the closing price of the Company’s Common Stock quoted on the Nasdaq
Stock Market or in the Over-The-Counter Market Summary or The Pink Sheets, LLC,
or the closing price quoted on any stock exchange on which the Common Stock is
listed, whichever is applicable, as published in The Wall Street Journal
(U.S. National Edition) for the ten (10) trading days prior to the date of
determination of fair market value; 

2 




          (ii) If
the Company’s Common Stock is not traded on the Nasdaq Stock Market or
Over-The-Counter (“OTC”) market or on an stock exchange or The Pink Sheets, LLC,
the fair market value of the Common Stock per share shall be agreed upon by the
parties hereto. If the parties cannot agree on the fair market value within five
(5) business days of delivery of the Notice of Exercise, the Board of Directors
of the Company in good faith shall determine the fair market value of the Common
Stock; provided, however, that the fair market value of the Common Stock shall
be no greater than the price at which the Company last sold its Common Stock or
the exercise price of its last granted options, whichever occurs later. For
purposes of this Warrant, “Business Day(s)” or “business day(s)” shall mean a
week day on which the banks in Las Vegas, Nevada are regularly scheduled to be
opened and are in fact open for business.

          (d)
Stock Certificates. In the event of any exercise of the rights represented by
this Warrant, as promptly as practicable on or after the date of exercise and in
any event within ten (10) days thereafter, the Company at its expense shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of Shares issuable upon such
exercise. In the event this Warrant is exercised in part, the Company at its
expense will execute and deliver a new Warrant of like tenor exercisable for the
number of Shares for which this Warrant may then be exercised. 

          (e)
Taxes. The issuance of the Shares upon the exercise of this Warrant, and the
delivery of certificates or other instruments representing such Shares, shall be
made without charge by the Company to the Holder for any tax or other charge in
respect of such issuance. 

2. Warrant. 

          (a)
Exchange, Transfer and Replacement. At any time prior to the exercise hereof,
this Warrant may be exchanged upon presentation and surrender to the Company,
alone or with other warrants of like tenor of different denominations registered
in the name of the same Holder, for another warrant or warrants of like tenor in
the name of such Holder exercisable for the aggregate number of Shares as the
warrant or warrants surrendered. 

          (b)
Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant and, in
the case of any such loss, theft, or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company, or, in the
case of any such mutilation, upon surrender and cancellation of this Warrant,
the Company, at its expense, will execute and deliver in lieu thereof, a new
Warrant of like tenor. 

          (c)
Cancellation; Payment of Expenses. Upon the surrender of this Warrant in
connection with any transfer, exchange or replacement as provided in this
Section 2, this Warrant shall be promptly canceled by the Company. The Holder
shall pay all taxes and all other expenses (including legal expenses, if any,
incurred by the Holder or transferees) and charges payable in connection with
the preparation, execution and delivery of Warrants pursuant to this Section 2.


3 




          (d)
Warrant Register. The Company shall maintain, at its principal executive offices
(or at the offices of the transfer agent for the Warrant or such other office or
agency of the Company as it may designate by notice to the holder hereof), a
register for this Warrant (the “Warrant Register”), in which the Company shall
record the name and address of the person in whose name this Warrant has been
issued, as well as the name and address of each transferee and each prior owner
of this Warrant. 

          (e)
Piggy-Back Registration Rights. For the term hereof, the Holder is hereby
granted piggy-back registration rights for the Shares purchased or acquired and
issued to the Holder during the term hereof. In the event that the Company files
a Form S-1 or any successor form under the 1933 Act for an initial public
offering of the Common Stock (“IPO”), then the Company shall include in that
registration statement the Shares issued and purchased by the Holder. The
Company shall pay all costs incurred and required to register those Shares under
the 1933 Act; provided, however, that said obligation shall not require the
Company to use more than usual and customary due care in filing and seeking the
effectiveness of the IPO registration statement. Nothing contained herein shall
obligate the Company to make repeated efforts to register the Shares or file a
separate registration statement for the Shares. Further, nothing contained
herein shall be construed as a guarantee that the Shares will be registered
under the 1933 Act or so registered by a date certain. Said registration rights
shall not apply to the filing of a Form S-8 or Form S-4 or any successor form
under the 1933 Act by the Company.

          (f)
Term. The term of this Warrant (“term” or “term hereof”) shall mean the period
form the Issuance Date until the Termination Date, unless this Warrant is
terminated earlier than the Termination Date in accordance with its terms or by
court order.

3. Rights and Obligations of Holders of this Warrant. The
Holder of this Warrant shall not, by virtue hereof, be entitled to any rights of
a stockholder in the Company, either at law or in equity; provided, however,
that in the event any certificate representing shares of Common Stock or other
securities is issued to the holder hereof upon exercise of this Warrant, such
holder shall, for all purposes, be deemed to have become the holder of record of
such Common Stock on the date on which this Warrant, together with a duly
executed Election to Purchase, was surrendered and payment of the aggregate
Exercise Price was made, irrespective of the date of delivery of such Common
Stock certificate. 

4. Adjustments. 

          (a)
Stock Dividends, Reclassifications, Recapitalizations, Etc. In the event the
Company: (i) pays a dividend in Common Stock or makes a distribution in Common
Stock, (ii) subdivides its outstanding Common Stock into a greater number of
shares, (iii) combines its outstanding Common Stock into a smaller number of
shares or (iv) increases or decreases the number of shares of Common Stock
outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then 

4 




(1) the Exercise Price on the record date of such division or
distribution or the effective date of such action shall be adjusted by
multiplying such Exercise Price by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately before such event and
the denominator of which is the number of shares of Common Stock outstanding
immediately after such event, and (2) the number of shares of Common Stock for
which this Warrant may be exercised immediately before such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
Exercise Price immediately before such event and the denominator of which is the
Exercise Price immediately after such event. 

          (b) Cash
Dividends and Other Distributions. In the event that at any time or from time to
time the Company shall distribute to all holders of Common Stock (i) any
dividend or other distribution of cash, evidences of its indebtedness, shares of
its capital stock or any other properties or securities or (ii) any options,
warrants or other rights to subscribe for or purchase any of the foregoing
(other than in each case, (w) the issuance of any rights under a shareholder
rights plan, (x) any dividend or distribution described in Section 4(a), (y) any
rights, options, warrants or securities described in Section 4(c) and (z) any
cash dividends or other cash distributions from current or retained earnings),
then the Company shall, at least ten (10) days prior to the record date for
determining holders of the Common Stock for purposes of such action, send to
each Holder a notice of such proposed action. Such notice shall be mailed to the
Holders at their addresses as they appear in the Warrant Register (as defined in
Section 2(d)), which shall specify the record date for the purposes of such
dividend, distribution or rights, or the date such issuance or event is to take
place and the date of participation therein by the holders of Common Stock, if
any such date is to be fixed, and shall briefly describe such action. 

          (c)
Combination: Liquidation. (i) In the event of a Combination (as defined below),
each Holder shall have the right to receive upon exercise of the Warrant the
kind and amount of shares of capital stock or other securities or property which
such Holder would have been entitled to receive upon or as a result of such
Combination had such Warrant been exercised immediately prior to such event
(subject to further adjustment in accordance with the terms hereof). Unless
paragraph (ii) is applicable to a Combination, the Company shall provide that
the surviving or acquiring Person (the “Successor Company”) in such Combination
will assume by written instrument the obligations under this Section 4 and the
obligations to deliver to the Holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the Holder may be entitled to
acquire. “Combination” means an event in which the Company consolidates with,
mergers with or into, or sells all or substantially all of its assets to another
Person, where “Person” means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity; (ii) In the event of (x) a Combination where
consideration to the holders of Common Stock in exchange for their shares is
payable solely in cash or (y) the dissolution, liquidation or winding-up of the
Company, the Holders shall be entitled to receive, upon surrender of their
Warrant, distributions on an equal basis with the holders of Common Stock or
other securities issuable upon exercise of the Warrant, as if the Warrant had
been exercised 

5 




immediately prior to such event, less the Exercise Price. In
case of any Combination described in this Section 4, the surviving or acquiring
Person and, in the event of any dissolution, liquidation or winding-up of the
Company, the Company, shall deposit promptly with an agent or trustee for the
benefit of the Holders of the funds, if any, necessary to pay to the Holders the
amounts to which they are entitled as described above. After such funds and the
surrendered Warrant are received, the Company is required to deliver a check in
such amount as is appropriate (or, in the case of consideration other than cash,
such other consideration as is appropriate) to such Person or Persons as it may
be directed in writing by the Holders surrendering such Warrant. 

          (d)
NASDAQ Limitation. Notwithstanding any other provision in this Section 4 to the
contrary, if a reduction in the Exercise Price pursuant to this Warrant would
require the Company to obtain stockholder approval of the transactions
contemplated under any agreement between the Company and the Holder pursuant to
any applicable Nasdaq rules, including Nasdaq Marketplace Rule 4350(i), and such
stockholder approval has not been obtained, the Exercise Price shall be reduced
to the maximum Exercise Price that would not require stockholder approval under
such applicable Nasdaq rules. In no event shall the Exercise Price be reduced
below the greater of book value or market value on the Issuance Date.

          (e)
Notice of Adjustment. Whenever the Exercise Price or the number of shares of
Common Stock and other property, if any, issuable upon exercise of this Warrant
is adjusted, as herein provided, the Company shall deliver to the holders of the
Warrants in accordance with Section 9 a certificate of the Company’s President
or Chief Financial Officer setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment was calculated
(including a description of the basis on which (i) the Board of Directors
determined the fair value of any evidences of indebtedness, other securities or
property or warrants, options or other subscription or purchase rights and (ii)
the Current Market Value of the Common Stock was determined, if either of such
determinations were required), and specifying the Exercise Price and number of
shares of Common Stock issuable upon exercise of this Warrant after giving
effect to such adjustment. 

          (f)
Notice of Certain Transactions. In the event that the Company shall propose (a)
to pay any dividend payable in securities of any class to the holders of its
Common Stock or to make any other non-cash dividend or distribution to the
holders of its Common Stock, (b) to offer the holders of its Common Stock rights
to subscribe for or to purchase any securities convertible into shares of Common
Stock or shares of stock of any class or any other securities, rights or
options, (c) to effect any capital reorganization, reclassification,
consolidation or merger affecting the Common Stock, as a whole, or (d) to effect
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, the Company shall, within the time limits specified below, send to each
Holder a notice of such proposed action or offer. Such notice shall be mailed to
the Holders at their addresses as they appear in the Warrant Register (as
defined in Section 2(d)), which shall specify the record date for the purposes
of such dividend, distribution or rights, or the date such issuance or event is
to take place and the date of participation therein by the 

6 




holders of Common Stock, if any such date is to be fixed, and
shall briefly indicate the effect of such action on the Common Stock and on the
number and kind of any other shares of stock and on other property, if any, and
the number of shares of Common Stock and other property, if any, issuable upon
exercise of each Warrant and the Exercise Price after giving effect to any
adjustment pursuant to Section 4 which will be required as a result of such
action. Such notice shall be given as promptly as possible and (x) in the case
of any action covered by clause (a) or (b) above, at least ten (10) days prior
to the record date for determining holders of the Common Stock for purposes of
such action or (y) in the case of any other such action, at least twenty (20)
days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock, whichever shall be the
earlier. 

          (g)
Current Market Value. “Current Market Value” per share of Common Stock or any
other security at any date means (i) if the security is not registered under the
Securities Exchange Act of 1934, ended (the “Exchange Act”) and/or traded on a
national securities exchange, OTC market or quotation system or bulletin board,
or The Pink Sheets, LLC, (a) the value of the security, determined in good faith
by the Board of Directors of the Company and certified in a board resolution,
based on the most recently completed arm’s-length transaction between the
Company and a Person other than an affiliate of the Company or between any two
such Persons and the closing of which occurs on such date or shall have occurred
within the six-month period preceding such date, or (b) if no such transaction
shall have occurred within the six-month period, the value of the security as
determined by an independent financial expert or an agreed upon financial
valuation model or (ii) if the security is registered under the Exchange Act
and/or traded on a national securities exchange, quotation system or bulletin
board, the average of the daily closing bid prices (or the equivalent in an
over-the-counter market) for each day on which the Common Stock is traded for
any period on the principal securities exchange or other securities market on
which the Common Stock is being traded (each, a “Trading Day”) during the period
commencing thirty (30) days before such date and ending on the date one day
prior to such date. 

5. Fractional Shares. In lieu of issuance of a fractional share
upon any exercise hereunder, the Company will issue an additional whole share in
lieu of that fractional share, calculated on the basis of the Exercise Price.


6. Legends. Prior to issuance of the shares of Common Stock
underlying this Warrant, all such certificates representing such shares shall
bear a restrictive legend to the effect that the Shares represented by such
certificate have not been registered under the Securities Act of 1933, as
amended (the “1933 Act”), and that the Shares may not be sold or transferred in
the absence of such registration or an exemption therefrom, such legend to be
substantially in the form of the bold-face language appearing at the top of Page
1 of this Warrant. 

7. Disposition of Warrants or Shares. The Holder of this
Warrant, each transferee hereof and any holder and transferee of any Shares, by
his or its acceptance thereof, agrees that no public distribution of Warrants or
Shares will be made in violation of the provisions of 

7 




the 1933 Act. Furthermore, it shall be a condition to the
transfer of this Warrant that any transferee thereof deliver to the Company his
or its written agreement to accept and be bound by all of the terms and
conditions contained in this Warrant. 

8. Merger or Consolidation. The Company will not merge or
consolidate with or into any other corporation, or sell or otherwise transfer
its property, assets and business substantially as an entirety to another
corporation, unless the corporation resulting from such merger or consolidation
(if not the Company), or such transferee corporation, as the case may be, shall
expressly assume, by supplemental agreement reasonably satisfactory in form and
substance to the Holder, the due and punctual performance and observance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company. 

9. Notices. Any notice herein required or permitted to be given
shall be in writing and may be personally served or delivered by
nationally-recognized overnight courier or by facsimile machine confirmed
telecopy, and shall be deemed given and effective on the earliest of (a) the
date of transmission if such notice or communication is delivered by fax prior
to 5:30 p.m. (Eastern Time) on a Business Day, (b) the next Business Day after
the date of transmission if such notice or communication is delivered via fax on
a day that is not a Business Day or later than 5:30 p.m. (Eastern Time) on a
Business Day, (c) the 2nd business day after the date of mailing if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given. The addresses
for such communications shall be: 

	If to the Company: 	Leatt Corporation 
	  	c/o PW Richter plc 
	  	3901 Dominion Townes Circle

	 	Richmond, Virginia
      23223 
	 	Telephone: 804 644
      2182 
	  	Fax: 804 644 2181 
	  	Email: prosage@comcast.net 
	  	  
	if to the Holder: 	to the Holder’s address as
      specified in the records of the 
	  	Company 


Notwithstanding the time of effectiveness of notices set forth
in this Section, an Election to Purchase shall not be deemed effectively given
until it has been duly completed and submitted to the Company together with this
original Warrant and payment of the Exercise Price in a manner set forth in this
Section. 

10. Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
contracts made and to be performed in the State of Nevada. 

11. Successors and Assigns. This Warrant shall be binding upon
and shall inure to the 

8 




benefit of the parties and their respective successors and
assigns. 

12. Headings. The headings of various sections of this Warrant
have been inserted for reference only and shall not affect the meaning or
construction of any of the provisions hereof. 

13. Severability. If any provision of this Warrant is held to
be unenforceable under applicable law, such provision shall be excluded from
this Warrant, and the balance hereof shall be interpreted as if such provision
were so excluded. 

14. Modification and Waiver. This Warrant and any provision
hereof may be amended, waived, discharged or terminated only by an instrument in
writing signed by the Company and the Holder. 

15. Specific Enforcement. The Company and the Holder
acknowledge and agree that irreparable damage would occur in the event that any
of the provisions of this Warrant were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Warrant and to enforce specifically the terms
and provisions hereof, this being in addition to any other remedy to which
either of them may be entitled by law or equity. 

16. Assignment. Subject to prior written approval by the
Company, this Warrant may be transferred or assigned, in whole or in part, at
any time and from time to time by the then Holder by submitting this Warrant to
the Company together with a duly executed Assignment in substantially the form
and substance of the Form of Assignment which accompanies this Warrant, as
Exhibit B hereto, and, upon the Company’s receipt hereof, and in any event,
within five (5) Business Days thereafter, the Company shall issue a warrant to
the Holder to evidence that portion of this Warrant, if any, as shall not have
been so transferred or assigned. 

17. Limitation on Exercise. Notwithstanding anything to the
contrary contained herein, the number of shares of Common Stock that may be
acquired by the Holder upon any exercise of this Warrant (or otherwise in
respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not
exceed 4.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. Each delivery of an Exercise Notice hereunder will
constitute a representation by the Holder that it has evaluated the limitation
set forth in this paragraph and determined that issuance of the full number of
Warrant Shares requested in such Exercise Notice is permitted under this
paragraph. This provision shall not restrict the number of shares of 

9 




Common Stock which a Holder may receive or beneficially own in
order to determine the amount of securities or other consideration that such
Holder may receive in the event of a merger or other business combination or
reclassification involving the Company. This restriction may not be waived
without the consent of the Holder. 

IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed, manually or by facsimile, by one of its officers thereunto duly
authorized. 

 

10




EXHIBIT A 
TO 
WARRANT CERTIFICATE


ELECTION TO PURCHASE 

To Be Executed by the Holder 
in Order to Exercise the
Warrant 

The undersigned Holder hereby elects to purchase
________________________ Shares pursuant to the attached Warrant, and requests
that certificates for securities be issued in the name of: 

 

(Please type or print name and address) 

 

(Social Security or Tax Identification Number) 

 

and delivered to: .

 

(Please type or print name and address if different from above)


If such number of Shares being purchased hereby shall not be
all the Shares that may be purchased pursuant to the attached Warrant, a new
Warrant for the balance of such Shares shall be registered in the name of, and
delivered to, the Holder at the address set forth below. In full payment of the
purchase price with respect to the Shares purchased and transfer taxes, if any,
the undersigned hereby tenders payment of $__________________by check, money
order or wire transfer payable in United States currency to the order of “Leatt
Corporation.” 

HOLDER: 

By: 
Name: 
Title: 
Address:


Dated:

11




EXHIBIT B 
TO 
WARRANT 
FORM OF
ASSIGNMENT 
(To be signed only on transfer of Warrant) 


For value received, the undersigned hereby sells, assigns, and
transfers unto

_________________________________________________________________

the right represented by the within Warrant to purchase:

_______________________________________________________

shares of Common Stock of Leatt Corporation, a Nevada
corporation, to which the within Warrant relates, and appoints:

______________________________________________________
Attorney to
transfer such right on the books of Leatt Corporation, a Nevada corporation,
with full power of substitution of premises. 

	Dated: 	By: 
	  	Name: 
	  	Title: 
	  	       
                         
                         
                         
                         
                       
       (signature must conform to 
	  	       
                         
                         
                         
                         
                         name
      of holder as specified on 
	  	       
                         
                         
                         
                         
                         the
      face of the Warrant) 
	  	  
	  	Address: 


Signed in the presence
of:_________________________________________
Dated:__________________________________

12




EXHIBIT C 
TO 
WARRANT 
NOTICE
OF EXERCISE OF COMMON STOCK WARRANT 
PURSUANT TO NET ISSUE
(“CASHLESS”) EXERCISE PROVISIONS 


Leatt Corporation 
c/o PW Richter plc 
3901 Dominion
Townes Circle 
Richmond, Virginia 23223 
Telephone: 804 644 2182 
Fax:
804 644 2181


CASHLESS EXERCISE 

Number of Shares of 
Common Stock to be 
Issued Under
this 
Notice: ____________________________________


Gentlemen: 

The undersigned, registered holder of the Warrant to Purchase
Common Stock delivered herewith (“Warrant”) hereby irrevocably exercises such
Warrant for, and purchases thereunder, shares of the Common Stock of Leatt
Corporation, a Nevada corporation, as provided below. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings given in the
Warrant. The portion of the Aggregate Price (as hereinafter defined) to be
applied toward the purchase of Common Stock pursuant to this Notice of Exercise
is $__________________ thereby leaving a remainder Aggregate Price (if any)
equal to $_______________. Such exercise shall be pursuant to the net issue
exercise provisions of Section 1(b) of the Warrant. Therefore, the holder makes
no payment with this Notice of Exercise. The number of shares to be issued
pursuant to this exercise shall be determined by reference to the formula in
Section 1(b) of the Warrant which requires the use of the fair market value (as
defined in Section 1(c) of the Warrant) of the Company’s Common Stock on the
business day immediately preceding the day on which this Notice is received by
the Company. To the extent the foregoing exercise is for less than the full
Aggregate Price of the Warrant, the remainder of the Warrant representing a
number of Shares equal to the quotient obtained by dividing the remainder of the
Aggregate Price by the Warrant Price (and otherwise of like form, tenor and
effect) may be exercised under Section 1(b) of the Warrant. For purposes of this
Notice the term “Aggregate Price” means the product obtained by multiplying (i)
the number of shares of Common Stock for which the Warrant is exercisable times
the Warrant Price. 

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Signature: 

Address: 

Date: 

 

 

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