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Re: None

Wednesday, 07/08/2015 4:25:02 PM

Wednesday, July 08, 2015 4:25:02 PM

Post# of 986

MUST BE THEY WERE DOING THE PAPER WORK WHEN THE STOCK WAS $0.15 OR BELOW. WIN WIN FOR EVERYONE LOOKS LIKE IT DID NOT TAKE THEM LONG TO PUT THE WONS OR $$ TO WORK


On July 2, 2015, Leo Motors, Inc., a Nevada Corporation (the "Company") sold three convertible promissory notes (each a "Note," collectively, the "Notes") for an aggregate principal amount of KRW500,000,000 (approximately $447,275) and warrants to purchase an aggregate of 2,978,850 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), to three Korean accredited investors pursuant to certain amended and restated securities purchase agreements (the "Agreements"), which agreements replace and supersede the securities purchase agreements dated June 24, 2015 by and between the Company and the investors.

Each Note has a maturity date which is one year after the date of issuance and has an interest rate of four (4%) percent per annum. Each Note is convertible into restricted shares of the Company's Common Stock at any time on the date that is three months after the issuance date at a conversion price equal to $0.15 per share, which may be adjusted, at the holder's option, to a price equal to the higher of the par value of Common Stock or eighty-five (85%) of the average trading price of the Common Stock for the 30 days immediately preceding the date of conversion. The Company is permitted to repay the Note at any time after the date that is three months after the date of issuance.

The Company also agreed to issue warrants to holders of the Notes three months after the issuance of the Notes. The warrants entitle the holders to purchase an aggregate of 2,978,850 shares of the Company's Common Stock at $0.15 per share, which may be adjusted, at the holder's option, to a price equal to eighty-five (85%) of the average trading price of the Common Stock for the 30 days immediately preceding the date of exercise. The warrants expire in nine months after issuance and are exercisable at any time prior to expiration. The warrants may be exercised on a cashless basis.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), for the issuance of the securities referenced herein pursuant to Section 4(a)(2) of the Act and Regulation D promulgated thereunder.

The foregoing description of the Agreements, the Notes and the Warrants is not complete and is qualified in its entirety by reference to the full text of Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2 which are attached as exhibits to this Current Report on Form 8-K and each of which is incorporated by reference herein.

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