COMMON STOCK PURCHASE WARRANT ENSYSCE BIOSCIENCES, INC.Common Stock Purchase Warrant • October 24th, 2023 • Ensysce Biosciences, Inc. • 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 October [ ], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), up to [ ]1 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 • 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”).
SENIOR SECURED CONVERTIBLE NOTE DUE APRIL [*], 2024Convertible Security Agreement • October 24th, 2023 • Ensysce Biosciences, Inc. • 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”).
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”).
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”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 24th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Nevada
SUBSIDIARY GUARANTEE, dated as of October [*], 2023 (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 3i, LP in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for 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.
PATENT SECURITY AGREEMENTPatent Security Agreement • October 24th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations • Nevada
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is entered into as of October [*], 2023 by and 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 to the Security Agreement (as herein defined), their endorsees, transferees and assigns (collectively, the “Secured Parties”) and 3I, LP, in its capacity as agent for the Secured Parties (“Agent”).
