Exhibit
10.16


 


FINAL
FORM


 


[       ],
2021


 


Leisure
Acquisition Corp.


250
West 57th Street


Suite
415


New
York, New York 10107


 


Re:
Lock-Up Agreement for Company Stockholders


 


Ladies
and Gentlemen:


 


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.


 


In
order to induce the Company to proceed with the Merger and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned (the “Securityholder”) hereby agrees with the Company
as follows:


 


1.
Subject to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of
directors of the Company (which consent may not be granted unless such consent is simultaneously granted by the board of directors
of the Company to all stockholders of the Company as of immediately prior to the Merger Effective Time (as defined in the Merger
Agreement) subject to similar Transfer restrictions as those set forth in this Letter Agreement), Transfer any shares of the Company’s
common stock, par value $.0001 per share (the “Common Stock”), held by it immediately after the effective
time of the Merger, any shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held by
it immediately after the effective time of the Merger, or any securities convertible into or exercisable or exchangeable for Common
Stock held by it immediately after the effective time of the Merger (the “Lock-up Securities”), in each
case, until the earlier of (A) one year after the closing date of the Merger (the “Closing Date”) or
(B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in
all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property (the “Lock-up Period”). Notwithstanding the foregoing, if the last sale price of the Company’s
Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stocks dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, the
Lock-up Securities will be released from the restrictions in this paragraph. For purposes of this Letter Agreement, “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 




    	 



    	 



    

 


2.
Notwithstanding the provisions set forth in paragraph 1 of this Letter Agreement, Transfers of the Lock-up Securities are permitted:


 


	 	(i)	in
    the case of an entity, (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities
    Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing
    or managed by or under common control with the undersigned or affiliates of the undersigned or who shares a common investment
    advisor with the undersigned or (B) as part of a distribution to members, partners or shareholders of the undersigned;


 


	 	(ii)	in
    the case of an individual, Transfers by gift to members of the individual’s immediate family (as defined below) or to
    a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person
    or to a charitable organization;


 


	 	(iii)	in
    the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual;


 


	 	(iv)	in
    the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations
    order, divorce decree or separation agreement;


 


	 	(v)	in
    the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned
    and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding
    equity securities or similar interests;


 


	 	(vi)	in
    the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such
    trust;


 


	 	(vii)	in
    the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s
    organizational documents upon dissolution of the entity;


 


	 	(viii)	transactions
    relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in
    open market transactions after the effective time of the Merger, provided that no such transaction is required to be,
    or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A)
    during the Lock-Up Period;


 




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	 	(ix)	the
    exercise of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards of Common Stock and
    any related transfer of shares of Common Stock to the Company in connection therewith (x) deemed to occur upon the “cashless”
    or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price of such options
    or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options,
    warrants or stock awards, or as a result of the vesting of such shares of Common Stock, it being understood that all shares
    of Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of this Letter Agreement
    during the Lock-Up Period;


 


	 	(x)	Transfers
    to the Company pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the
    repurchase by the Company or forfeiture of Common Stock or other securities convertible into or exercisable or exchangeable
    for Common Stock in connection with the termination of the Securityholder’s service to the Company;


 


	 	(xi)	the
    entry, by the Securityholder, at any time after the effective time of the Merger, of any trading plan providing for the sale
    of shares of Common Stock by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange
    Act, provided, however, that such plan does not provide for, or permit, the sale of any shares of Common Stock
    during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during
    the Lock-Up Period; and


 


	 	(xii)	transactions
    in the event of completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the
    Company’s securityholders having the right to exchange their shares of Common Stock for cash, securities or other property.


 


provided,
however, that in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement, in
substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in
the agreement executed by such transferee shall expressly refer only to the immediate family of the Securityholder and not to
the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph,
“immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or
sister of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons;
and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.


 




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5.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities
described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation
or breach of this Letter Agreement.


 


6.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by the undersigned (i) Securityholder and (ii) the Company.


 


7.
No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Securityholder and each of its respective successors, heirs and assigns and permitted transferees.


 


8.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the Delaware Chancery Court, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


9.
This Letter Agreement shall terminate on the expiration of the Lock-up Period.


 


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	 	Very
    truly yours,
	 	 
	 	If
    stockholder is an individual:
	 	 
	 	Signature:	
	 	 	 
	 	Print
    Name:	 
	 	 	 
	 	If
    stockholder is an entity:
	 	 	 
	 	Name of

                                                                              Stockholder: 
	 
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


[Signature
Page to Lock-Up Agreement]