PsyBio Therapeutics Corp. — M&A Activity 2021

Feb 19, 2021

AMENDING AGREEMENT

THIS AMENDING AGREEMENT (the "Amending Agreement") is made as of the 18th day of February, 2021 among Leo Acquisitions Corp. ("Leo"), PsyBio Therapeutics, Inc. (the "PsyBio"), PsyBio Therapeutics Financing Inc. ("Finco"), 1276949 B.C. Ltd. ("BC Subco") and ELUSS, Inc. ("US Subco"). Leo, PsyBio, Finco, BC Subco and US Subco are sometimes referred to in this Amending Agreement, individually, as a "party" and, collectively, as the "parties".

WHEREAS the parties hereto entered into a business combination agreement dated as of December 2, 2020 (the "Agreement"), pursuant to which the parties agreed to complete a Business Combination (as defined in the Agreement);

AND WHEREAS the parties wish to amend certain provisions of the Agreement as set out in this Amending Agreement;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

• 1. Section 1.7(e)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:
  • (i) each holder of PsyBio Shares shall receive 1/1000th of one fully paid and non-assessable Multiple Voting Share for each PsyBio Share held (on the basis of one PsyBio Share for every one Subordinate Voting Share underlying the Multiple Voting Shares), following which all such PsyBio Shares shall be cancelled;
• 1. Section 6(a) of Schedule D of the Agreement is hereby deleted in its entirety and replaced with the following:
  • (i) each issued and outstanding share of common stock of PsyBio (each, a "PsyBio Share") shall be exchanged for 1/1000th of one fully paid and non-assessable multiple voting share (each, a "Leo MVS") of PsyBio Therapeutics Corp. (formerly Leo Acquisitions Corp.), a company existing under the provisions of the Business Corporations Act (British Columbia) ("Leo") and thereafter the PsyBio Shares shall be cancelled without any repayment in respect thereof. To the extent that an exchange of securities of PsyBio would result in a right to a fraction of a Leo MVS, such fractional Leo MVS shall be issued.
• 1. Each of the parties hereby (i) reaffirms its obligations under the Agreement, as amended hereby and (ii) agrees that the Agreement remains in full force and effect, except as amended hereby.
• 1. The execution, delivery and performance of this Amending Agreement shall not, except as expressly provided for herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties under the Agreement or any other document.
• 1. The Amending Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
• 1. The Amending Agreement may be executed in counterpart and all such facsimile or other electronically transmitted copies and counterparts shall be deemed to be an original hereof and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF this Amending Agreement has been executed by the parties as of the date first written above.

LEO ACQUISITIONS CORP.

By: (signed) "Gerald Goldberg"

Gerald Goldberg Chief Executive Officer

PSYBIO THERAPEUTICS, INC.

By: (signed) "Evan Levine" Evan Levine Chief Executive Officer

PSYBIO THERAPEUTICS FINANCING INC.

By: (signed) "Evan Levine" Evan Levine Chief Executive Officer

1276949 B.C. LTD.

By: (signed) "Gerald Goldberg" Gerald Goldberg Chief Executive Officer

ELUSS, INC.

By: (signed) "Gerald Goldberg"

Gerald Goldberg Chief Executive Officer