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
