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”).
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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SIGNATURE THERAPEUTICS, INC., SIGNATURE ACQUISITION CORP.Agreement and Plan of Merger • March 15th, 2021 • Leisure Acquisition Corp. • Blank checks • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2015 (this “Agreement”), by and among SIGNATURE THERAPEUTICS, INC., a Delaware corporation (“Signature”), SIGNATURE ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Signature (“Merger Sub”), and ENSYSCE BIOSCIENCES, INC., a Delaware corporation (“Ensysce”).
Leisure Acquisition Corp. Suite 415 New York, New York 10107 Re: Lock-Up Agreement for Company Stockholders Ladies and Gentlemen:Letter Agreement • March 15th, 2021 • Leisure Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among Leisure Acquisition Corp., a Delaware corporation (the “Company”), EB Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Ensysce Biosciences, Inc., a Delaware corporation (“Ensysce”), pursuant to which, among other things, Merger Sub will be merged with and into Ensysce on the date hereof (the “Merger”), with Ensysce surviving the Merger as a wholly owned subsidiary of the Company.
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 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.
February 11, 2021 David Humphrey Via email: Dear David:Leisure Acquisition Corp. • March 15th, 2021 • Blank checks
We are pleased to confirm our offer of employment with Ensysce Biosciences Inc. (the “Company”), in the position of Chief Financial Officer on the terms set forth in this letter agreement (the “Agreement”).
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2021 • Leisure Acquisition Corp. • Blank checks • California
This Consulting Agreement (the “Agreement”), dated July 18,2018, by and between Geoff Birkett, doing business as KGB Consulting (“Consultant”), and Ensysce Biosciences. Inc., a Delaware corporation (“Client”) (Consultant and Client are sometimes collectively referred to as the “parties” and each individually as a “party”).
