Exhibit
10.38b


 


FIRST
AMENDMENT


TO


EMAIL
AGREEMENT


 


This
FIRST AMENDMENT TO THE EMAIL AGREEMENT (this “Amendment”), is made and entered into effective this June 7,
2021 (the “Effective Date”), by and among DelMorgan Group LLC (“DelMorgan”) Globalist Capital,
LLC (“Globalist” and, together with DelMorgan, “Advisor”) and Ensysce Biosciences, Inc. (the “Company”).
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Email Agreement (defined
below).


 


WHEREAS,
on January 31, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among
Leisure Acquisition Corp. (“LACQ”), EB Merger Sub, Inc., a wholly owned subsidiary of LACQ (“Merger Sub”),
providing for, among other things, and subject to the terms and conditions therein, the business combination between LACQ and the Company
pursuant to the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the “Merger”);


 


WHEREAS,
on January 26, 2021, Company and Advisor terminated their previous letter agreement dated as of March 6, 2020 and replaced it with an
email agreement dated as of January 31, 2021 (the “Email Agreement”);


 


WHEREAS,
pursuant to the Email Agreement the Advisor has agreed to accept 500,000 private placement warrants (as such term is defined in the prospectus
for LACQ’s initial public offering) and 500,000 shares of LACQ’s Common Stock, none of which shall be subject to any lock-up,
immediately after the closing of the Merger as its sole and complete compensation and consideration under the Agreement, including without
limitation with respect to the GEM private placement;


 


WHEREAS,
the parties wish to amend the Email Agreement to provide that instead of the 500,000 private placement warrants Advisor was to receive
at the close of the Merger, Advisor will receive 500,000 warrants in the form attached hereto as Exhibit A;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Amendment, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.       Amendment
to the Agreement. Reference to the “private placement warrants” contained in the Email Agreement shall be replaced
with the “warrants” and such warrants shall be in the form attached hereto as Exhibit A.


 


2.       Reaffirmation
and Continuing Validity. The Letter of Engagement, as expressly modified by this Amendment, shall remain in full force and effect.


 


3.       GOVERNING
LAW. THIS AMENDMENT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD FOR THE
PROVISIONS THEREOF REGARDING CHOICE OF LAW THAT WOULD APPLY THE LAW OF A DIFFERENT JURISDICTION.


 




    	 



     


    

 


4.
       Multiple Counterparts. For the convenience of the parties hereto, this Amendment
may be signed in multiple counterparts, each of which will be deemed an original, and all counterparts hereof so signed by the parties
hereto, whether or not such counterpart will bear the execution of each of the parties hereto, will be deemed to be, and is to be construed
as, one and the same agreement. A facsimile or electronic scan in “PDF” format of a signed counterpart of this Amendment
will be sufficient to bind the party or parties whose signature(s) appear thereon.


 


5.
       Binding Effect; Assignment. This Amendment is binding
upon, and will inure to the benefit of and are enforceable by, the parties and their respective successors, representatives and permitted
assigns. No party to this Amendment may assign this Amendment, by operation of law or otherwise, in whole or in part, without the prior
written consent of the other parties, and any purported assignment made or attempted in violation of this Section 5 will be null
and void. 


 


[Signatures
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their duly authorized officers as of the date first
above written.


 


	 	DELMORGAN
    GROUP LLC
	 	 	 
	 	By:	 /s/
    Neil B. Morganbesser 
	 	Name:	 Neil
    B. Morganbesser 
	 	Title:	 President
    & CEO 
	 	 	 
	 	GLobalist
    capital, llc
	 	 	 
	 	By:	 /s/
                                                                                           Neil B. Morganbesser 

	 	Name:	 Neil
                                            B. Morganbesser 

	 	Title:	 President
                                                                                           & CEO 

	 	 	 
	 	ENSYSCE
    BIOSCIENCES, INC.
	 	 	 
	 	By:	 /s/
                                            Lynn Kirkpatrick 

	 	 	Lynn
    Kirkpatrick
	 	 	Chief
    Executive Officer


 





[Signature
Page to First Amendment to Email Agreement]


 




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Exhibit
A


 


Form
of Warrant


 


(Attached.)


 


[Signature
Page to First Amendment to Email Agreement]


 






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