0001445866-15-000772 Sample Contracts

LEO MOTORS, INC. WARRANT TO PURCHASE COMMON STOCK
Leo Motors, Inc. • July 2nd, 2015 • Motor vehicles & passenger car bodies • New York

THIS CERTIFIES that, for the value received, the holder identified on the last page of this Warrant (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to 5:00 p.m. Eastern Time on ___, 2016 (the “Expiration Time”), but not thereafter, to subscribe for and purchase, from Leo Motors, Inc., a Nevada corporation (the “Company”), up to ________ shares (the “Shares”) of the Company's common stock, par value $0.001 per share (the “Common Stock”) at a purchase price per share equal to $0.15, subject to adjustments hereunder (the "Exercise Price"). The Exercise Price may be adjusted, in the sole discretion and option of the Holder, to a price equal to eighty-five (85%) of the average trading price of the Common Stock for the 30 day immediately preceding the date of exercise.

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 2nd, 2015 • Leo Motors, Inc. • Motor vehicles & passenger car bodies • Nevada

This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of ___________, 2015 (this “Agreement”), by and between Leo Motors, Inc., a Nevada corporation (the “Company”), and the individual identified on the signature page to this Agreement (the “Purchaser”).

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