COMMON STOCK PURCHASE WARRANT ENSYSCE BIOSCIENCES, INC.Ensysce Biosciences, Inc. • November 9th, 2023 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________ [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 10, 2023, between Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [*], 2023 between Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • December 5th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 1, 2017, is by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
COMMON STOCK PURCHASE WARRANT ENSYSCE BIOSCIENCES, INC.Ensysce Biosciences, Inc. • February 14th, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [August 14, 2025 / May 12, 2028] (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 3rd, 2017 • Leisure Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2017, by and between LEISURE ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
SENIOR SECURED CONVERTIBLE NOTE DUE APRIL [*], 2024Ensysce Biosciences, Inc. • October 24th, 2023 • Pharmaceutical preparations • Nevada
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 7946 Ivanhoe Avenue, Suite 201, La Jolla, California, 92037 , designated as its Senior Secured Convertible Note due April [*], 2024 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2023, between Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 24th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of October [*], 2023 (this “Agreement”), is among Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due six (6) months following their dates of issuance, in the original aggregate principal amount of at least $1,500,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and 3I, LP, in its capacity as agent for the Secured Parties (“Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 5th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 1, 2017 by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ENSYSCE BIOSCIENCES, INC.Ensysce Biosciences, Inc. • February 14th, 2024 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 12, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of December 14, 2023.
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 6th, 2022 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Nevada
SUBSIDIARY GUARANTEE, dated as of June 30, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Ensysce Biosciences, Inc., a Delaware corporation (the “Company”) and the Purchasers.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 28th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the “ Company”), Hydra Management, LLC (“Hydra Sponsor”), Matthews Lane Capital Partners LLC (“MLCP Sponsor” and collectively with Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (the “Strategic Investor”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors, the Strategic Investor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2022 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2022, between Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the “ Company”), Hydra Management, LLC (“Hydra Sponsor”), Matthews Lane Capital Partners LLC (“MLCP Sponsor” and collectively with Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd. (the “Strategic Investor”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors, the Strategic Investor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDMENT NO. 1 TO TRANSACTION SUPPORT AGREEMENTWarrant Agreement • January 31st, 2020 • Leisure Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”) to that certain Transaction Support Agreement (as defined below) is made and entered into as of January 30, 2020, by and among the Persons set forth on Schedule I hereto (each, a “Supporting Party” and together, the “Supporting Parties”), Leisure Acquisition Corp., a Delaware corporation (“LACQ”) and GTWY Holdings Limited, a Canadian corporation (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 15th, 2021 • Leisure Acquisition Corp. • Blank checks • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among ENSYSCE BIOSCIENCES, INC., a Delaware corporation and having a principal place of business at 7946 Ivanhoe Ave, Ste 201, La Jolla, CA 92037 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “societe en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 412F, Route d’Esch, L-2086 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • December 5th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT, dated as of December 1, 2017 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, (the “Purchasers”).
Leisure Acquisition Corp. 250 West 57th Street, Suite 2223 New York, NY 10107Leisure Acquisition Corp. • October 3rd, 2017 • Blank checks • New York
We are pleased to accept the offer Hydra Management, LLC (the “Subscriber” or “you”) has made to purchase 297,500 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of Leisure Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”) or otherwise pursuant to Sections 3.2. The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2020 • Leisure Acquisition Corp. • Blank checks • New York
This Amendment No. 4 (this “Amendment”) to the Investment Management Trust Agreement is made as of November 30, 2020 by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
LETTER AGREEMENTLetter Agreement • December 5th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Leisure Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed by
ENSYSCE BIOSCIENCES, INC. 2,280,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 620,000 Shares of Common Stock Warrants to Purchase up to 5,800,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2022 • Ensysce Biosciences, Inc. • Pharmaceutical preparations
Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (the “Agreement”), to sell to you (the “Underwriter”), an aggregate of (i) 2,280,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 620,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 5,800,000 shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Firm Warrants and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company also proposes to issue and sell to the Underwriter, upon the terms and conditions set forth herein, up to an additional (i) 342,000 shares of Common Stock (the “Option Shares”, a
SENIOR SECURED CONVERTIBLE NOTE DUE DECEMBER 29, 2023Ensysce Biosciences, Inc. • August 2nd, 2022 • Pharmaceutical preparations • Nevada
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 7946 Ivanhoe Avenue, Suite 201, La Jolla, California, 92037 , designated as its Senior Secured Convertible Note due December 29, 2023 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
20,000,000 Units leisure Acquisition Corp. Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTSecurities Assignment Agreement • December 1st, 2017 • Leisure Acquisition Corp. • Blank checks • New York
Leisure Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consisting of one share of common stock, $0.0001 par value, of the Company (“Share(s)”) and one-half of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the “Warrant(s)”).
EXPENSE ADVANCEMENT AGREEMENTExpense Advancement Agreement • December 5th, 2017 • Leisure Acquisition Corp. • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of December 1, 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the “Company”), Hydra Management, LLC (“Hydra”), MLCP GLL Funding LLC (“MLCP”) and HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora” and together with Hydra and MLCP, the “Funding Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2021 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement, dated as of June 30, 2021, is made by and between Ensysce Biosciences, Inc., a Delaware corporation and [●], an individual.
EXCHANGE AGREEMENTExchange Agreement • June 9th, 2021 • Leisure Acquisition Corp. • Pharmaceutical preparations • New York
WHEREAS, the Warrantholder is the holder of Private Placement Warrants (as defined in the Warrant Agreement dated as of December 1, 2017 between the Company and Continental Stock Transfer and Trust Company (the “Warrant Agreement’)) and/or other private warrants issued or which will be issued by the Company at or prior to the consummation of the business combination by Ensysce Biosciences, Inc. which have the same terms and conditions as the Private Placement Warrants issued pursuant to the Warrant Agreement (collectively, the “Old Private Warrants”);
AMENDMENT NO. 4Expense Advancement Agreement • February 25th, 2021 • Leisure Acquisition Corp. • Blank checks • New York
This Amendment No. 4 to the Expense Advancement Agreement (the “Amendment”) is entered into as of February 23, 2021 by and among Leisure Acquisition Corp., a Delaware corporation (the “Company”), Hydra Management, LLC (“Hydra”), MLCP GLL Funding LLC (“MLCP”) and HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora” and together with Hydra and MLCP, the “Funding Parties”).
ENSYSCE BIOSCIENCES, INC. AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN STOCK OPTION GRANT NOTICE ANDAward Agreement • March 31st, 2022 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Delaware
Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Amended and Restated Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of shares of Common Stock (the “Shares”) set forth below (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.
September 14, 2021 Lynn Kirkpatrick La Jolla, CA 92037 Via email: lkirkpatrick@ensysce.com Dear Lynn:Separation Agreement • October 29th, 2021 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • California
Ensysce Biosciences, Inc. (the “Company”) is pleased confirm its offer of employment to you on the terms and subject to the conditions set forth in this letter agreement (this “Agreement”).
ContractLeisure Acquisition Corp. • June 9th, 2021 • Pharmaceutical preparations • California
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
Leisure Acquisition Corp. 250 West 57th Street, Suite 2223 New York, NY 10107Leisure Acquisition Corp. • November 3rd, 2017 • Blank checks • New York
We are pleased to accept the offer HG Vora Special Opportunities Master Fund, Ltd. (the “Subscriber” or “you”) has made to purchase 2,845,000 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of Leisure Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”) or otherwise pursuant to Sections 3.2 or 3.3. The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
CONSULTING AGREEMENTConsulting Agreement • April 16th, 2021 • Leisure Acquisition Corp. • Pharmaceutical preparations • California
THIS CONSULTING AGREEMENT (the “Agreement”), is made and entered into as of the 4th day of August, 2020, by and between PETER COLE (“Consultant”), and COVISTAT, INC., a Delaware corporation (“Client”) (Consultant and Client are sometimes collectively referred to as the “parties” and each individually as a “party”).
Certain bracketed information in Appendix B to this Exhibit has been excluded because it is both not material and is the type that the registrant treats as private or confidential]Ensysce Biosciences, Inc. • August 9th, 2021 • Pharmaceutical preparations
ContractLeisure Acquisition Corp. • March 15th, 2021 • Blank checks • California
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAYBE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
