Employment Agreement, dated January 1, 2014, between Leatt Corp. and Sean Macdonald (as amended)

     AMENDMENT NO. 3

EMPLOYMENT AGREEMENT

                   This AMENDMENT NO. 3 to the EMPLOYMENT AGREEMENT, effective as of July 1, 2016 (this “Third Amendment”), is by and between Leatt Corporation, a Nevada corporation (the “Company”) and Mr. Sean Macdonald, an individual (the “Executive”). 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 an Employment Agreement, dated as of January 16, 2014, pursuant to which, as amended, the Company agreed to employ the Executive and the Executive agreed to work for the Company (the “Original Agreement”). The Parties now desire to enter into this Third 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 Paragraph 5: Paragraph 5 (Specific duties and obligations of the employee) of the Original Agreement is deleted in its entirety and replaced with the following provision:

5. Specific duties and obligations of the employee

The Board of Directors may assign specific tasks and duties to the employee from time to time. The employee undertakes to do the following:

5.1        Diligently to perform all such duties and exercise such powers consistent with the position to which he/she is appointed;

5.2        To carry out to the best of his/her ability and under the control of the employer, such duties and functions as may reasonably be assigned to the

employee from time to time by the Board of Directors or any other person delegated by the Board for such purposes;

5.3        Outside normal business hours, and when necessary, to devote such portion of his/her time, attention and abilities to the affairs of the employer as may be reasonable in the circumstances;

5.4        To obey and observe all lawful instructions of the Board of Board of Directors;

5.5        To advise the Board of Directors as soon as the employee is aware that he/she will not be able to attend work to enable the employer to make alternative arrangements. Failure to notify as required constitutes serious misconduct; and

5.6        Should the employee acquire Company shares by means of share option schemes, the employee undertakes not to sell, dispose, gift or donate the Company’s share for a minimum period of 2 (two) years from issuance of the Company shares to the employee whilst the Company employs the employee. The two-year period will commence on the date that the shares are issued to the employee by the Company’s transfer agent. The period of 2 (two) years may be extended by written agreement between the Board of Directors and the employee.

Notwithstanding the foregoing, this Section 5 shall not apply to employee in the event of a change in control of the Company. A “change in control” is deemed to have occurred where any one stockholder acquires twenty-five percent (25%) or more of the Company’s outstanding common stock or fifty percent (50%) or more of its outstanding preferred stock as of the effective date of this Third Amendment.

                   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.

[SIGNATURE PAGE TO FOLLOW]

Amendment No. 3 to Employment Agreement

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

Executive:

Amendment No. 3 to Employment Agreement

AMENDMENT NO. 4

EMPLOYMENT AGREEMENT

            This AMENDMENT NO. 4 to the EMPLOYMENT AGREEMENT, effective as of January 1, 2017 (this “Fourth Amendment”), is by and between Leatt Corporation, a Nevada corporation (the “Company”) and Mr. Sean Macdonald, an individual (the “Executive”). 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 an Employment Agreement, dated as of January 16, 2014, pursuant to which, as amended, the Company agreed to employ the Executive and the Executive agreed to work for the Company (the “Original Agreement”). The Parties now desire to enter into this Third 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 6.1: Section 6.1 of Paragraph 6 Remuneration of the Original Agreement is deleted in its entirety and in lieu thereof the following provision is inserted: 6.1. As remuneration for the services of the employee, the employer shall pay a total all-inclusive cost to the employee (Total Cost of Employment - TCOE) equaling a total of US$204,120 per annum.

            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.

[SIGNATURE PAGE TO FOLLOW]

Amendment No. 4 to Employment Agreement

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

             Executive:

Amendment No. 4 to Employment Agreement