Leef Brands Inc. — Proxy Solicitation & Information Statement 2022

Jul 13, 2022

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ICANIC BRANDS COMPANY INC.

Form of Proxy – Special Meeting of Debentureholders to be held on August 8, 2022

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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, AB T2P 3C4

Appointment of Proxyholder Print the name of the person you are appointing if this person I/We being the undersigned holder(s) of Icanic Brands Company Inc. (the “Company”) is someone other than the Management Nominees listed herein: hereby appoint Brandon Kou, Director and Chief Executive Officer of the Company or OR failing this person, Chris Cherry, Interim CFO of the Company

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no direction has been given, as the proxyholder sees fit), and all other matters that may properly come before the special meeting of holders of 9% Senior Secured Convertible Debentures of the Company due June 6, 2022 (the “Debentureholders”) to be held on August 8, 2022 at 10.00 a.m. (Vancouver time) or at any adjournment thereof (the “Meeting”).

1. Arrangement Resolution. To consider, and if deemed appropriate, to adopt, with or without amendment, the arrangement resolution approving the Plan of Arrangement and the Arrangement (each as defined in the accompanying management information circular (the “ Circular ”), the full text of which as more fully described in the Circular.

For Against

	Authorized Signature(s) – This section must be completed for yourinstructions to be executed.I/we authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above,this Proxy will be voted as recommended by Management.	Signature(s):	Date/ /
			MM / DD / YY

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:00 am, (Vancouver Time), on August 5, 2021.

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Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online

Debentureholder Address and Control Number Here

services, you may contact Odyssey Trust Company at

www.odysseycontact.com

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.

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