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PsyBio Therapeutics Corp. Proxy Solicitation & Information Statement 2020

Dec 23, 2020

46634_rns_2020-12-23_bbce783f-4634-4215-9c57-60de2af99652.pdf

Proxy Solicitation & Information Statement

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LEO ACQUISITIONS CORP.

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

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C1234567890 XXX COMMON SAHRES Holder Account Number Security Class

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Form of Proxy - Annual General and Special Meeting be held on January 13, 2021

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This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  • 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
    1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
    1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
    1. 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.
    1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, 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.
    1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
    1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am (Toronto time) on January 11, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Telephone To Vote Using the Internet

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

MR SAM SAMPLE C1234567890
XXX 123
Appointment of ProxyholderI/We being holder(s) of Leo Acquisitions Corp. hereby appoint:Gerry Goldberg, the President, Chief Executive Officer and a directorof the Corporation, or failing him, Warren Goldberg, the CorporateSecretary, Chief Financial Officer and a director of the Corporationas my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been OR Print the name of the person you areappointing if this person is someoneother than the Management Nomineeslisted herein.
given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Leo Acquisitions Corp. to be held at DNTWToronto LLP, 45 Sheppard Avenue East, Suite 703, Toronto, Ontario M2N 5W9 on January 13, 2021 at 10:00 am (Toronto time) and at any adjournment or postponement thereof.VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors For Withhold For Withhold For Withhold
01. Gerald Goldberg 02. Warren Goldberg 03. Richard Brown
04. G. Michael Newman 05. Phil Droznika 06. Rong Catherine Lu
For Withhold Fold
2. Appointment of AuditorsAppointment of RSM Canada LLP as Auditors of the Corporation until the next general meeting of the Corporation or completion of the proposed qualifying transactionwith PsyBio Therapeutics, Inc. (the "Qualifying Transaction") as more fully described in the management information circular in respect of the Meeting (the "Circular").
3. Stock Option Plan For Against
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying and approving the Corporation's rolling stock option plan, asmore fully described in the Circular (the "Legacy Plan").
4. Fixing and Election of DirectorsConditional on and effective upon the completion of the Qualifying Transaction, to fix the number of directors of the Corporation at four (4) and elect the directors of the Corporation, as more
fully described in the Circular. For Withhold For Withhold For Withhold
01. Gerald Goldberg 02. Evan Levine 03. Noah Davis
04. Ross Carmel
For Withhold
5. Appointment of AuditorConditional on and effective upon the completion of the Qualifying Transaction, to appoint MNP LLP as auditor for the Corporation and authorize the Board to fix theauditor's remuneration.
For Against Fold
6. Continuance, Name Change, Consolidation, Reclassification of Common Shares and Creation of Multiple Voting SharesTo consider and, if thought advisable, pass, with or without variation, a special resolution the Continuance Resolution, the full text of which is set forth in the Circular allto be implemented in the event that all conditions to the Qualifying Transaction have been satisfied or waived.
7. New Stock Option PlanTo consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, ratifying and approving a new stock option plan to take effect andreplace the Legacy Plan on closing of the Qualifying Transaction, substantially in the form attached as Schedule "E" to the Circular.
Authorized Signature(s) – This section must be completed for your Signature(s) Date
instructions 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 are MM / DD / YY

revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

by mail.

Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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